UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[Amendment No. 1]
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended July 31, 2014
| [ ] | 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 000-54851
CANYON GOLD CORP.
(Exact name of registrant as specified in its charter)
| Nevada | Not Applicable |
(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number |
4730 South Fort Apache Road, Suite 300, Las Vegas, Nevada 89147
(Address of principal executive offices)
101 Convention Center Dr, Suite. 700 Las Vegas, Nevada 89109
(Former address of principal executive offices)
(800) 520-9485
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] | |
| (Do not check if a smaller reporting company) | ||||
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 November 25, 2014, there were 20,867,942 shares of the registrant’s common stock, $0.0001 par value, outstanding.
CANYON GOLD CORP.
FORM 10-Q/A
FOR THE QUARTER ENDED JULY 31, 2014
EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-Q for Canyon Gold Corp. amends the Form 10-Q for the quarterly period ended July 31, 2014, originally filed with the SEC on September 15, 2014. This Amended Form 10-Q is being filed solely to revise certain portions of “Item 4, Controls and Procedures”, in response to comments issued by the SEC. No other material changes or additions are being made hereby except to update the report as necessary.
TABLE OF CONTENTS
| PART I — FINANCIAL INFORMATION | Page | |
| Item 1. | Financial Statements: | |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations | 4 | |
| Condensed Consolidated Statements of Cash Flows | 5 | |
| Notes to Condensed Consolidated Financial Statements | 6 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations.. | 15 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 20 |
| Item 4. | Controls and Procedures | 20 |
| PART II — OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 21 |
| Item 1A. | Risk Factors | 21 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults upon Senior Securities | 21 |
| Item 4. | Mine Safety Disclosure | 21 |
| Item 5. | Other Information | 21 |
| Item 6. | Exhibits | 22 |
| Signatures | 23 |
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
| Canyon Gold Corp. |
| Condensed Consolidated Balance Sheets |
July 31, 2014 | April 30, 2014 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash | $ | 507 | $ | 396 | ||||
| Prepaid expenses | 9,036 | 4,010 | ||||||
| Total current assets | 9,543 | 4,406 | ||||||
| Mineral claims | 277,820 | 277,820 | ||||||
| Total assets | $ | 287,363 | $ | 282,226 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 138,935 | $ | 99,567 | ||||
| Accrued interest payable | 2,104 | 3,501 | ||||||
| Accrued interest payable – related parties | 6,711 | 50,613 | ||||||
| Derivative liability | 47,389 | 63,359 | ||||||
| Convertible notes payable | 201,334 | 322,779 | ||||||
| Convertible notes payable – related parties | 25,000 | 156,000 | ||||||
| Notes payable – related parties | 79,656 | 79,656 | ||||||
| Payables – related parties | 262,738 | 399,905 | ||||||
| Total current liabilities | 763,867 | 1,175,380 | ||||||
| Total liabilities | 763,867 | 1,175,380 | ||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 1,100,000 shares issued and outstanding | 110 | 110 | ||||||
| Common stock, $0.0001 par value; 200,000,000 shares authorized, 20,798,976 and 14,491,896 shares issued and outstanding, respectively | 2,080 | 1,450 | ||||||
| Additional paid-in capital | 914,229 | 408,360 | ||||||
| Accumulated deficit | (1,392,923 | ) | (1,303,074 | ) | ||||
| Total stockholders’ deficit | (476,504 | ) | (893,154 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 287,363 | $ | 282,226 | ||||
See notes to condensed consolidated financial statements
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| Canyon Gold Corp. |
| Condensed Consolidated Statements of Operations |
| (Unaudited) |
Three Months Ended July 31, | ||||||||
| 2014 | 2013 | |||||||
| Revenue | $ | - | $ | - | ||||
| Operating expenses: | ||||||||
| General and administrative | 15,903 | 65,310 | ||||||
| Management and administrative fees | 22,500 | 10,500 | ||||||
| Professional fees | 37,132 | 28,338 | ||||||
| Directors’ fees | 7,500 | 7,500 | ||||||
| Exploration costs | 1,650 | 9,075 | ||||||
| Total operating expenses | 84,685 | 120,723 | ||||||
| Loss from operations | (84,685 | ) | (120,723 | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | (23,550 | ) | (7,062 | ) | ||||
| Gain on derivative liability | 15,970 | - | ||||||
| Gain on settlement of debt | 2,416 | - | ||||||
| Total other income (expense) | (5,164 | ) | (7,062 | ) | ||||
| Loss before income taxes | (89,849 | ) | (127,785 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net loss | $ | (89,849 | ) | $ | (127,785 | ) | ||
| Net loss per common share – basic and diluted | $ | (0.00 | ) | $ | (0.09 | ) | ||
| Weighted average shares outstanding– basic and diluted | 20,350,842 | 1,405,896 | ||||||
See notes to condensed consolidated financial statements
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| Canyon Gold Corp. |
| Condensed Consolidated Statements of Cash Flows |
| (Unaudited) |
Three Months Ended July 31, | ||||||||
| 2014 | 2013 | |||||||
| Net loss | $ | (89,849 | ) | $ | (127,785 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Imputed interest on convertible notes payable | 791 | 5,760 | ||||||
| Amortization of debt discount to interest expense | 14,065 | - | ||||||
| Gain on derivative liability | (15,970 | ) | - | |||||
| Gain on settlement of debt | (2,416 | ) | - | |||||
| Change in operating assets and liabilities: | ||||||||
| (Increase) decrease in prepaid expenses | (5,026 | ) | 1,575 | |||||
| Increase in accounts payable | 39,368 | 49,479 | ||||||
| Increase in accrued interest payable | 1,009 | 375 | ||||||
| Increase in accrued interest payable – related parties | 5,806 | 927 | ||||||
| Increase in payables – related parties | 37,833 | 22,242 | ||||||
| Net cash used in operating activities | (14,389 | ) | (47,427 | ) | ||||
| Cash flows from investing activities | - | - | ||||||
| Net cash provided by investing activities | - | - | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes payable – related parties | - | 47,500 | ||||||
| Proceeds from convertible notes payable | 14,500 | - | ||||||
| Net cash provided by financing activities | 14,500 | 47,500 | ||||||
| Net increase in cash | 111 | 73 | ||||||
| Cash at beginning of period | 396 | 503 | ||||||
| Cash at end of period | $ | 507 | $ | 576 | ||||
See notes to condensed consolidated financial statements
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Canyon Gold Corp.
Notes to Condensed Consolidated Financial Statements
July 31, 2014
(Unaudited)
1. Nature of Operations and Continuation of Business
Canyon Gold Corp. (the "Company ") was incorporated in the State of Delaware on May 27, 1998 as Mayne International Ltd. On September 5, 2000, the Company changed its name to Black Dragon Entertainment, Inc. On July 31, 2002, the Company changed its name to Vita Biotech Corporation. On May 27, 2004, the Company changed its name to August Energy Corp. and, subsequently on April 17, 2011, the Company changed its name to Canyon Gold Corp.
On July 20, 2011, the Company acquired 100% of the issued shares of Long Canyon Gold Resources Corp. (“Long Canyon”), a private British Columbia, Canada Corporation, incorporated on June 19, 2008, in a share for share exchange for a total of 27,998,699 common shares and 500,000 Series B preferred shares to be issued by the Company to the shareholders of Long Canyon. The Share Exchange was accounted for as a reverse acquisition and recapitalization and as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of Long Canyon Gold Resources Corp. (the accounting acquirer), with the assets and liabilities, and revenue and expenses, of the Company being included effective from the date of the Share Exchange. As the Share Exchange was accounted for as a reverse acquisition and recapitalization, there was no gain or loss recognized on the transaction. The historical financial statements for periods prior to the Share Exchange are those of Long Canyon Gold Resources Corp. except that the equity section and earnings per share have been retroactively restated to reflect the Share Exchange. As a result of the Share Exchange, the Company continues its’ mineral exploration activities.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. Through July 31, 2014, the Company has no revenues, has accumulated losses of $1,392,923 since inception on June 19, 2008 and a working capital deficit of $754,324 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2015 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.
2. Basis of Presentation
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year end is April 30. These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Long Canyon. All inter-company transactions and balances have been eliminated.
The interim condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2014 included in its Annual Report on Form 10-K filed with the SEC.
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The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of July 31, 2014, the consolidated results of its operations and its consolidated cash flows for the three months ended July 31, 2014 and 2013. The results of operations for the three months ended July 31, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year ending April 30, 2015.
3. Mineral Claims
On April 7, 2014, the Company, on behalf of its wholly owned subsidiary, Long Canyon, executed an agreement with EMAC Handels AG (“EMAC”), the majority shareholder of the Company at the date of the agreement and a related party, to acquire a 100% interest in 180 mineral lease claims in the Long Canyon Trend area of Elko County, Nevada. The Company issued 12,000,000 restricted shares of its common stock to EMAC valued at $240,000, the historical cost basis of the mineral properties to EMAC. This amount has been recorded as mineral claims, a non-current asset in the Company’s consolidated balance sheets.
On March 12, 2011, the Company’s wholly owned subsidiary, Long Canyon, acquired a 100% interest in 30 mineral claims located in the State of Nevada for $37,820. This amount has been recorded as mineral claims, a non-current asset in the Company’s condensed consolidated balance sheets.
On March 19, 2011, the Company acquired a 100% interest in 15 of the mineral claims acquired by Long Canyon for $17,830 consisting of $17,770 in cash and a payable of $60. On July 22, 2011, that payable was satisfied with the issuance of 600,000 shares of Series A Preferred Stock at $0.0001 per share issued to a related party of Long Canyon.
In August 2013, the Company paid $6,600 for government and claim fees relating to the 30 mineral claims owned by the Company for the twelve months beginning September 1, 2013, $2,200 of which were recognized as prepaid expenses as of April 30, 2014 and $550 of which were recognized as prepaid expenses as of July 31, 2014.
The Company is committed to pay a 3% Net Smelter Royalty on all the claims acquired by Long Canyon.
4. Related Party Transactions and Balances
Management and administrative services are compensated as per a Service Agreement between the Company and its Chief Executive Officer executed on April 30, 2011, a Service Agreement between the Company and its former Chief Executive Officer executed on December 6, 2012, and an Administration Agreement with a related party executed on March 15, 2011, whereby the fee is based on services provided and invoiced by the related parties on a monthly basis and the fees are paid in cash when possible or with common stock. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. These types of transactions, when incurred, result in payables to related parties in the Company’s consolidated financial statements as a necessary part of funding the Company’s operations.
On May 15, 2011, the Company entered into an agreement with a related party wherein the Company has the option to acquire 100% interest in an additional 275 mineral claims located in the same areas in Nevada as the mineral claims previously acquired. The related party shall hold a 2% Net Smelter Royalty on these claims. As of July 31, 2014, the option had not been exercised. The Company and the related party have from time to time entered into extension agreements and the option has currently been extended to December 31, 2014. Consideration for this acquisition is to be $900,000 cash.
As of July 31, 2014 and April 30, 2014, the Company had payable balances due to related parties totaling $262,738 and $399,905, respectively, which resulted from transactions with significant shareholders.
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Convertible notes payable – related parties consisted of the following at:
July 31, 2014 | April 30, 2014 | |||||||
| Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum | $ | 25,000 | $ | 25,000 | ||||
| Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum | - | 101,000 | ||||||
| Note payable to related party, no interest, convertible into common stock of the Company at $0.10 per share, imputed interest at 9% per annum | - | 30,000 | ||||||
| $ | 25,000 | $ | 156,000 | |||||
On May 4, 2014, the Company issued 1,507,080 shares of its common stock in the conversion of the $101,000 convertible note payable - related party and accrued interest payable – related party of $49,708.
On May 4, 2014, the Company issued 600,000 shares of its common stock in the conversion of the $30,000 convertible note payable – related party.
All convertible notes payable – related parties were convertible 30 days from the first day the Company’s common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of July 31, 2014, the remaining convertible note payable – related party of $25,000 had not been converted and therefore is in default.
Historically, there has been no determinable and active market value for the Company’s common stock. Accordingly, no beneficial conversion feature or derivative liabilities were determinable or have been recognized related to the Company’s convertible notes payable – related parties. These convertible features will be evaluated in subsequent periods for fair value determination.
Notes payable – related parties, all of which are in default, consisted of the following at:
July 31, 2014 | April 30, 2014 | |||||||
| Note payable to related party, with interest at 6% per annum, due September 15, 2013 | $ | 24,656 | $ | 24,656 | ||||
| Note payable to related party, with interest at 6% per annum, due March 8, 2014 | 7,500 | 7,500 | ||||||
| Note payable to related party, with interest at 6% per annum, due December 5, 2013 | 47,500 | 47,500 | ||||||
| $ | 79,656 | $ | 79,656 | |||||
Accrued interest payable – related parties was $6,711 and $50,613 at July 31, 2014 and April 30, 2014, respectively.
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5. Convertible Notes Payable
Convertible notes payable consisted of the following at:
July 31, 2014 | April 30, 2014 | |||||||
| �� | ||||||||
| Note payable, no interest, convertible into common stock of the Company at $0.125 per share, imputed interest at 9% per annum | $ | - | $ | 100,000 | ||||
| Note payable, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share | - | 25,010 | ||||||
| Note payable, no interest, convertible into common stock of the Company at $0.05 per share | 11,000 | 36,000 | ||||||
| Note payable, no interest, convertible into common stock of the Company at $0.10 per share 90 days from demand | 141,150 | 141,150 | ||||||
| Note payable, no interest, convertible into common stock of the Company at $0.10 per share on a quarterly basis | 14,500 | - | ||||||
| Note payable to institutional investor, with interest at 8% per annum, convertible into common stock of the Company at defined conversion price, maturing on November 18, 2014 | 42,500 | 42,500 | ||||||
| Other, with interest at 6% per annum | 9,000 | 9,000 | ||||||
| Less discount | (16,816 | ) | (30,881 | ) | ||||
| $ | 201,334 | $ | 322,779 | |||||
On May 4, 2014, the Company issued 800,000 shares of its common stock in the conversion of the $100,000 convertible note payable.
On May 4, 2014, the Company issued 1,000,000 shares of its common stock in the conversion of the $25,010 convertible note payable, $25,000 of the $36,000 convertible note payable, $2,406 in accrued interest payable, recognizing a gain on settlement of debt of $2,416.
The $11,000 and $141,150 convertible notes payable outstanding at July 31, 2014 were convertible 30 days from the first day the Company’s common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of July 31, 2014, these two convertible notes had not been converted and therefore are in default.
On February 13, 2014, the Company entered into a convertible promissory note with an institutional investor (“Investor”) for $42,500, which bears interest at an annual rate of 8% and matures on November 18, 2014. The Investor has the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of the common stock of the Company at a price per share equal to 58% (representing a discount rate of 42%) of the average of the lowest three trading prices for the Company’s common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. At any time for the period beginning on the date of the note and ending on the date which is 30 days following the date of the note, the Company may prepay the note upon payment of an amount equal to the outstanding principal multiplied by 120%, together with accrued and unpaid interest. The amount of the prepayment increases every subsequent 30 days to 125%, 130%, 135%, 140% and 145% of the outstanding principal together with accrued and unpaid interest. After the expiration of 180 days following the date of the note, the Company will have no right of prepayment.
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At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $2,500 in prepaid expenses, a debt discount of $42,500 and a derivative liability of $52,962 related to the conversion feature. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the convertible note.
During the three months ended July 31, 2014, we had the following activity in the accounts related to the convertible note to institutional investor:
Derivative Liability | Debt Discount | Gain on Derivative Liability | ||||||||||
| Balance at April 30, 2014 | $ | 63,359 | $ | 30,881 | $ | - | ||||||
| Gain on derivative liability | (15,970 | ) | - | 15,970 | ||||||||
| Amortization of debt discount to interest expense | - | (14,065 | ) | - | ||||||||
| Balance at July 31, 2014 | $ | 47,389 | $ | 16,816 | $ | 15,970 | ||||||
The estimated fair values of the derivative liability at the inception of the convertible note to institutional investor and at July 31, 2014 were calculated using the Black-Scholes pricing model with the following assumptions:
| Risk-free interest rate | 0.04% |
| Expected life in years | 0.30 |
| Dividend yield | 0% |
| Expected volatility | 115.80% |
Accrued interest payable was $2,104 and $3,501 at July 31, 2014 and April 30, 2014, respectively.
6. Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization with the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
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As of July 31, 2014, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments. In addition, the fair value of certain of the Company’s convertible notes was not determinable since there has been no current market value for the Company’s common stock. Accordingly, no beneficial conversion feature or derivative liabilities were determinable or have been recognized related to these convertible notes payable.
The convertible note payable to an institutional investor entered into in February 2014 and related derivative liability are measured at fair value on a recurring basis and estimated as follows at July 31, 2014:
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Derivative liability | $ | 47,389 | $ | - | $ | - | $ | 47,389 | ||||||||
| Convertible notes payable | 42,500 | - | - | 42,500 | ||||||||||||
| Total liabilities measured at fair value | $ | 89,889 | $ | - | $ | - | $ | 89,889 | ||||||||
7. Stockholders’ Deficit
Common Stock:
The Company has 200,000,000 shares of $0.001 par value common stock authorized. On February 20, 2014, a majority of the shareholders of the Company holding 82.95% of the Company’s voting stock approved a 20:1 reverse stock split. On March 3, 2014, a request was filed with the Financial Industry Regulatory Authority (FINRA) to approve the reverse split. FINRA approved the reverse split effective April 4, 2014. The reverse stock split has been given retroactive effect in the accompanying consolidated financial statements and notes thereto.
During the three months ended July 31, 2014, the Company issued a total of 6,307,080 shares of its common stock: 1,800,000 shares for convertible notes payable of $150,010, accrued interest payable of $2,406 and gain on extinguishment of debt of $2,416; 2,107,080 shares for convertible notes payable – related parties of $131,000 and accrued interest payable of $49,708; and 2,400,000 shares for payables – related parties of $175,000.
Preferred Stock:
The Company has 20,000,000 shares of $0.0001 par value preferred stock.
During the year ended April 30, 2012, the Company issued 600,000 shares of Series A convertible preferred stock to a related party in payment of an outstanding debt. The Series A convertible preferred shares are convertible into ten common voting shares and carry voting rights on the basis of 100 votes per share with rights and preferences being decided by the Board of Directors of the Company.
During the year ended April 30, 2012, the Company issued 500,000 shares of Series B convertible preferred stock in the acquisition of Long Canyon (see Note 1). The Series B convertible preferred shares are convertible into ten common voting shares and carry no voting rights.
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8. Contingencies and Commitments
| (a) | Litigation |
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.
| (b) | Indemnities and Guarantees |
During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company's officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.
| (c) | Commitments |
The Company has the following commitments as of July 31, 2014:
| a) | Administration Agreement with EMAC Handels AG, signed on April 20, 2011, for a six-year term. From May 2011 to April 2013, the Company paid EMAC a monthly fee of $3,500 for administration services, office rent of $250, and office supplies of $125. Commencing May 1, 2013, the monthly fee for administrative services increased to $5,000. Extraordinary expenses are invoiced by EMAC on a quarterly basis. The fee may be paid in cash and or with common stock. |
| b) | Service Agreement with Delbert G. Blewett signed on April 30, 2011. The Company pays Blewett a Director’s fee of $2,500 per month. The fees may be paid in cash and or with common stock. |
| c) | Service Agreement with Stephen M. Studdert, President of Long Canyon, for administration fees of $2,500 per month, signed on December 6, 2012. The fees may be paid in cash and or with common stock. |
| d) | On May 15, 2011, the Company executed an option agreement wherein the Company has the option to acquire 100% interest in 275 mineral claims located in the same areas in Nevada for consideration of $900,000 cash, and in addition, the Company shall be obligated to pay the related party a 2% Net Smelter Royalty on these claims. The option agreement stated the option must be exercised by May 31, 2012. As of July 31, 2014, the option had not been exercised. The Company and the related party have from time to time entered into extension agreements and the option has currently been extended to December 31, 2014. There was no additional cost or consideration related to the extension of this option. |
| e) | In order to maintain the Company’s claims and/or leases, the Company must make annual payments to the Bureau of Land Management (“BLM”) and the State of Nevada, due in September of each year. Payment to the BLM is currently $145 per claim and the State of Nevada is currently $70 per claim. The annual payments for the 275 claims currently under option are the responsibility of the related party optioning the claims to the Company. |
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9. Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the financial statement distinction between development stage entities and other reporting entities from U.S. generally accepted accounting principles (“GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (1) present inception-to-date information in the statements of income, cash flows and shareholder equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.
For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company adopted the provisions of ASU No. 2014-10 during its first fiscal quarter ended July 31, 2014.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this Update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not determined the impact of the future adoption of the provisions of ASU No. 2014-15 on its consolidated financial statements.
10. Supplemental Statement of Cash Flows Information
During the three months ended July 31, 2014 and 2013, the Company paid no amounts for interest or income taxes.
During the three months ended July 31, 2014, the Company had the following non-cash investing and financing activities:
Increased common stock by $239, increased additional paid-in capital by $174,761 and decreased payables – related parties by $175,000.
Increased common stock by $211, increased additional paid-in capital by $180,497, decreased accrued interest payable – related parties by $49,708 and decreased convertible notes payable – related parties by $131,000.
Increased common stock by $180, increased additional paid-in capital by $149,820, decreased accrued interest payable by $2,406 and decreased convertible notes payable by $150,010.
During the three months ended July 31, 2013, the Company had no non-cash investing or financing activities.
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11. Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events to determine events occurring after July 31, 2013 that would have a material impact on the Company’s financial results or require disclosure.
On May 21, 2014, the Company entered into an agreement to acquire 100% of the issued and outstanding capital shares of Marshall Thomsen Ltd., a development stage company that intends to produce and distribute medicinal marijuana in Canada. Marshall Thomsen had previously applied to Health Canada for a Commercial Production License as a commercial grower of cannabis. The agreement provided for a closing on or before July 31, 2014, which was extended to August 31, 2014. However, the agreement did not close on August 31 and the Company and Marshall Thomsen came to a mutual understanding to terminate the agreement on that date without any further obligations. As a result of the mutual termination of the agreement, neither party will have any future or ongoing obligations under the agreement. There were no early termination penalties incurred by either party due to the termination.
On August 21, 2014, we issued 68,966 shares of our common stock to an institutional investor in the conversion of $12,000 principal amount of a convertible note payable.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
The following information should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Canyon Gold Corp. (“Canyon Gold” or the “Company”) was incorporated in the State of Delaware on May 27, 1998. Canyon Gold presently holds mining claims and leases located in the State of Nevada.
In July 2011, we acquired 100% of the outstanding capital stock of Long Canyon Gold Resources Corp. of North Vancouver BC, Canada (“Long Canyon”), whereby Long Canyon became our wholly owned subsidiary. The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with Canyon Gold being the legal acquirer and Long Canyon being the accounting acquirer.
Canyon Gold and Long Canyon own and control a 100% interest in approximately 640 acres of mineral lease properties and/or approximately 30 BLM mineral lease claims, situated in the west section of the new Long Canyon Gold Trend area of east central Nevada. The properties, located in Section35, T 34N R63, Meridian MDB&M, are held for the purpose of exploration for gold and silver mineralization deposits and are located near existing exploration projects by other mining companies.
Additionally, in May 2011 Long Canyon entered into an option agreement with EMAC Handels AG (“EMAC”) of Pfaeffikon, Switzerland. Upon exercise of the option, Long Canyon will acquire a 100% interest in approximately 6,250 acres of mineral lease properties and/or 275 BLM mineral lease claims, located adjacent to Canyon Gold and Long Canyon’s 30 claims. The option agreement stated the option must be exercised by May 31, 2012. As of July 31, 2014, the option had not been exercised. The Company and EMAC have from time to time entered into extension agreements and the option has currently been extended to December 31, 2014. There was no additional cost or consideration related to the extension of this option.
We have engaged the services of Development Resources LLC of American Fork, Utah (“DRLLC”) to conduct preliminary studies of claims. We intend to conduct exploration activities on the properties in phases. We plan to explore for gold, silver and other minerals on the property covering an area of approximately 6,890 acres, which includes the acres subject to the option. There can be no assurance that a commercially viable mineral deposit exists on our property. Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit.
Our principal executive office is located at 4730 South Fort Apache Road, Suite 300, Las Vegas, Nevada 89147, telephone 1-(888) 788-0986. Additional office space is subleased from EMAC at 641 West 3rd Street, North Vancouver BC, Canada. The office of DRLLC that is responsible for management of exploration program is located at 125 East Main Street # 307, American Fork, Utah 84003.
Our website address is http://www.canyongoldexploration.com
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Information on or accessed through our website is not incorporated into this Quarterly Report on Form 10-Q and is not a part of this Form 10-Q.
Industry Segments
We consider our operations to be conducted in one industry segment, the exploration and development of mineral lease claims.
Forward Looking and Cautionary Statements
This report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Going Concern
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. Through July 31, 2014, the Company has no revenues, has accumulated losses of $1,392,923 since inception on June 19, 2008 and a working capital deficit of $754,324 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2015 by issuing debt and equity securities and by the continued support of its related parties. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.
Results of Operations
For the three months ended July 31, 2014 compared to the three months ended July 31, 2013.
We currently have no sources of operating revenues. Accordingly, no revenues were recorded for either the three months ended July 31, 2014 or 2013.
Our total operating expenses decreased from $120,723 in the three months ended July 31, 2013 to $84,685 in the three months ended July 31, 2014. The decrease was due primarily to decreases in general and administrative expenses and exploration costs, partially offset by increases in administrative fees and professional fees.
Our other expense decreased from $7,062 in the three months ended July 31, 2013 to $5,164 in the three months ended July 31, 2014. Included in other expense is interest expense, which increased from $7,062 in the three months ended July 31, 2013 to $23,550 in the three months ended July 31, 2014. The increase in interest expense is due primarily to new debt issued and to the amortization of debt discount to interest expense in the current year. A substantial portion of our interest expense is incurred to related parties.
Our other income for the three months ended July 31, 2014 was comprised of gain on settlement of debt of $2,416 and gain on derivative liability of $15,970. We had no other income in the three months ended July 31, 2013.
As a result, our net loss decreased from $127,785 in the three months ended July 31, 2013 to $89,849 in the three months ended July 31, 2014.
We have no firm commitments for capital expenditures other than to complete the acquisition of the optioned properties and to explore our properties as funds permit. In the process of carrying out our business plan, we may determine that we cannot raise sufficient capital to support our business on acceptable terms, or at all.
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Liquidity and Capital Resources
At July 31, 2014, we had total current assets of $9,543 (cash of $507) and total current liabilities of $763,867, resulting in a working capital deficiency of $754,324. A significant portion of our current liabilities is comprised of amounts due to related parties: accrued interest payable – related parties of $6,711; convertible notes payable – related parties of $25,000; notes payable – related parties of $79,656; and payables – related parties of $262,738. We anticipate that in the short-term, operating funds will continue to be provided by related parties and other lenders.
During the three months ended July 31, 2014, we substantially improved our working capital deficiency position through the conversion of convertible notes payable totaling $281,010, accrued interest payable totaling $52,114, and payables – related parties totaling $175,000 into shares of our common stock. We anticipate converting other notes payable into shares of our common stock.
On May 5, 2014, we entered into a loan agreement with a current lender and stockholder whereby the lender agreed to provide ongoing funding of up to $100,000 for our operating purposes. The lender agreed to convert, on a quarterly basis, the amounts outstanding under the loan agreement into shares of the Company’s common stock at a conversion price of $0.10 per share. During the three months ended July 31, 2014, we received proceeds of $14,500. The loan is interest free.
On February 13, 2014, we entered into a Convertible Promissory Note with an institutional investor (“investor”) for $42,500, which bears interest at an annual rate of 8% and matures on November 18, 2014. The investor has the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of our common stock at a price per share equal to 58% (representing a discount rate of 42%) of the average of the lowest three trading prices for our common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. At any time for the period beginning on the date of the note and ending on the date which is 30 days following the date of the note, we may prepay the note upon payment of an amount equal to the outstanding principal multiplied by 120%, together with accrued and unpaid interest. The amount of the prepayment increases every subsequent 30 days to 125%, 130%, 135%, 140% and 145% of the outstanding principal together with accrued and unpaid interest. After the expiration of 180 days following the date of the note, we will have no right of prepayment.
We have determined the conversion feature of the convertible promissory note with the institutional investor is a derivative and have estimated its value as a derivative liability of $47,389 at July 31, 2014.
Our outstanding convertible notes payable at July 31, 2014 that were entered into prior to 2014 are convertible 30 days from the first day the Company’s common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of July 31, 2014, certain of the convertible notes payable had not been converted and, therefore, are in default.
Historically there has been no determinable and active market value for our common stock. Accordingly, except for our convertible note payable to an institutional investor, no beneficial conversion feature or derivative liabilities were determinable or have been recognized related to our convertible notes payable. These convertible features will be evaluated in subsequent periods for fair value determination.
During the three months ended July 31, 2014, we used net cash in operating activities of $14,389, as a result of our net loss of $89,849, gain on derivative liability of $15,970, gain on settlement of debt of $2,416 and an increase in prepaid expenses of $5,026, partially offset by imputed interest on convertible notes payable of $791, amortization of debt discount to interest expense of $14,065, and increases in accounts payable of $39,368, accrued interest payable of $1,009, accrued interest payable – related parties of $5,806, and payables – related parties of $37,833.
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During the three months ended July 31, 2013, we used net cash in operating activities of $47,427, as a result of our net loss of $127,785, partially offset by imputed interest on convertible notes payable of $5,760, a decrease in prepaid expenses of $1,575, and increases in accounts payable of $49,479, accrued interest payable of $375, accrued interest payable – related parties of $927, and payables – related parties of $22,242.
During the three months ended July 31, 2014 and 2013, we had no cash provided by or used in investing activities.
During the three months ended July 31, 2014, net cash provided by financing activities was $14,500, comprised of proceeds from convertible notes payable. During the three months ended July 31, 2013, net cash provided by financing activities was $47,500, comprised of proceeds from convertible notes payable – related parties of $47,500.
We have not realized any revenues since inception and paid expenses and costs with proceeds from the issuance of securities as well as by loans from directors and other stockholders.
We believe a related party and one of our lenders will provide sufficient funds to carry on general operations in the near term. We expect that we will need to raise additional funds, most likely from the sale of securities or from stockholder loans, to be able to complete our exploration program. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned exploration program.
As of July 31, 2014, we did not have sufficient cash to fund our operations for the next twelve months.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation related to our business and operations following a successful acquisition or merger.
Critical Accounting Policies
Exploration Costs
All sampling, metallurgical, engineering, contractor costs, and efforts to obtain mineral rights have been charged to expense as incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Basic and Diluted Loss per Common Share
Basic loss per share is calculated by dividing the company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding for the three months ended July 31, 2014 and 2013.
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Non-Monetary Transactions
All issuances of our common stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readily determinable. The majority of the non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares issued.
Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, Equity Based Payments to Non Employees, where the equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Comprehensive Loss
We have no component of other comprehensive income. Accordingly, net loss equals comprehensive loss for the three months ended July 31, 2014 and 2013.
Cash and Cash Equivalents
For purposes of the statement of cash flows, we consider all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Income Taxes
We provide for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Our predecessor operated as entity exempt from federal and state income taxes.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Impairment of Long-Lived Assets
We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Accounting Basis
Our condensed consolidated financial statements are prepared using the accrual method of accounting and accounting principles generally accepted in the United States of America. We have adopted an April 30 fiscal year end.
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Revenue Recognition
Revenues from the sale of products will be recorded when the product is shipped, title and risk of loss have transferred to the purchaser, payment terms are fixed or determinable and payment is reasonably assured. Revenues from service contracts will be recognized when performance of the service is complete or over the term of the contract.
Recent Accounting Pronouncements
See the notes to our condensed consolidated financial statements for a discussion of recently issued accounting pronouncements that we have either implemented or that may have a material future impact on our financial position or results of operations.
Off-Balance Sheet Arrangements
We have no 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 is material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
This item is not required for a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) (“Exchange Act”). Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, in a manner that allows timely decisions regarding required disclosures. Upon revisiting the evaluation, this conclusion has been changed as described below.
During the quarter covered by this report Stephen Studdert, our President, CEO and director resigned from those positions and was replaced as President and CEO by Delbert Blewett, the sole remaining director. It should be noted that in October 2014, Mr. Studdert was reappointed to these positions following the untimely passing of Mr. Blewett. At the end of the quarter, we believe that our internal review failed to indicate that the previously recognized weakness in controls and procedures had not been remedied and thus, it was reported in the original Form 10-Q that our controls and procedures were effective. We believe that the change in management during the quarter and the absence of sufficient data and information may have contributed to our review not accurately reflecting the current status of controls and procedures as of the end of the quarter.
In conjunction with the filing of this Amendment No. 1 to the Form 10-Q, management re-evaluated the effectiveness of our disclosure controls and procedures as of July 31, 2014. Based on this re-evaluation, we have concluded that the previously existing material weakness was still an issue and that as of the end of the quarter ended July 31, 2014, our disclosures controls and procedures were not effective. The issue identified is that our controls did not ensure that material transactions were captured with respect to payments made by related parties on behalf of the company resulting in understatement of accrued liabilities and expenses. We further believe that it is necessary for our new management team to initiate a more effective and thorough review of controls and procedures at the end of each future reporting period.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter ended July 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.
Item 1A. Risk Factors
This item is not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended July 31, 2014, the Company issued a total of 6,307,080 unregistered shares of its common stock: 1,800,000 shares for convertible notes payable of $150,010, accrued interest payable of $2,406 and gain on extinguishment of debt of $2,416; 2,107,080 shares for convertible notes payable – related parties of $131,000 and accrued interest payable of $49,708; and 2,400,000 shares for payables – related parties of $175,000. The above securities were issued in private transactions to related parties pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
This item is not applicable.
Item 4. Mine Safety Disclosure
This item is not applicable.
Item 5. Other Information
On May 21, 2014, Canyon Gold Corp. entered into an agreement to acquire 100% of the issued and outstanding capital shares of Marshall Thomsen Ltd., a development stage company that intends to produce and distribute medicinal marijuana in Canada. Marshall Thomsen had previously applied to Health Canada for a Commercial Production License as a commercial grower of cannabis. The agreement provided for a closing on or before July 31, 2014, which was extended to August 31, 2014. However, the agreement did not close on August 31 and the Company and Marshall Thomsen came to a mutual understanding to terminate the agreement on that date without any further obligations.
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The initial agreement provided that the Company was to issue to the sole shareholder of Marshall Thomsen 1,000,000 shares of Canyon Gold Series “B” preferred convertible non-voting stock. Each Series “B” preferred share is convertible into 10 shares of Canyon Gold voting common stock. The preferred shares would not be convertible until 12 months following Marshall Thomsen receiving the Commercial Production License. Marshall Thomsen would also been able to earn up to a total of 1,000,000 Series “A” preferred convertible voting shares upon approval and receipt of the Commercial Production License and completion of at least $12,000,000 in new funding. Marshall Thomsen would have been able to earn up to an additional 7,000,000 Series “A” shares by attaining certain future gross sales levels. Each Series “A” share has the voting power of 100 common share votes per share and is convertible into 10 common voting shares. Pursuant to the agreement, Canyon Gold was to use its best efforts to assist Marshall Thomsen with funding the planned operations up to a maximum of $12.0 million. The Company would have managed all product, production and marketing from seed to sale.
As a result of the mutual termination of the agreement, neither party will have any future or ongoing obligations under the agreement. There were no early termination penalties incurred by either party due to the termination.
In October 2014, we reported the passing of our President and CEO, Delbert G. Blewett. Mr. Blewett first became a director of Canyon Gold on March 14, 2011 and served as President and CEO until October 16, 2013 and again from May 20, 2014 until his passing. On October 12, 2014, our remaining director, Alexander S. Romanchuk, appointed Stephen M. Studdert to replace Mr. Blewett as director, President and CEO of Canyon Gold. Mr. Studdert was first appointed as a director on December 16, 2012 and served as our President and CEO from October 16, 2013 to May 21, 2014. At that time he resigned as a director, President and CEO and was appointed as President and CEO of our subsidiary, Long Canyon Gold Resources Corp. Mr. Romanchuk remains as a director.
Item 6. Exhibits
The following exhibits are filed as part of this report:
Exhibit No. | Description of Exhibit |
| 31.1 | Section 302 Certification of Chief Executive Officer and Chief Financial Officer |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
| 101 INS* | XBRL Instance Document |
| 101SCH* | 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 Extension Presentation Linkbase |
* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CANYON GOLD CORP. | |
| Date: November 25, 2014 | By: /S/ Stephen M. Studdert |
| Stephen M. Studdert | |
| Chief Executive Officer | |
| Acting Chief Financial Officer |
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