Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2016 | Mar. 10, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | CANYON GOLD CORP. | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2016 | |
Trading Symbol | cgcc | |
Amendment Flag | false | |
Entity Central Index Key | 1,533,357 | |
Current Fiscal Year End Date | --04-30 | |
Entity Common Stock, Shares Outstanding | 21,249,676 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | Delaware | |
Entity Incorporation, Date of Incorporation | May 27, 1998 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Current assets: | ||
Cash | $ 101 | $ 183 |
Advance receivable | 2,100 | |
Prepaid expenses | 14,488 | 5,858 |
Total current assets | 16,689 | 6,041 |
Mineral claims | 37,820 | 37,820 |
TOTAL ASSETS | 54,509 | 43,861 |
Current liabilities: | ||
Accounts payable | 145,805 | 109,499 |
Accrued interest payable | 2,694 | 2,383 |
Accrued interest payable - related parties | 16,170 | 11,143 |
Derivative liability | 131,757 | 47,808 |
Convertible notes payable, net of discount | 209,265 | 199,748 |
Convertible notes payable - related parties | 57,050 | 57,050 |
Notes payable - related parties | 79,656 | 79,656 |
Payables - related parties | 550,905 | 369,178 |
Total current liabilities | 1,193,302 | 876,465 |
Total liabilities | 1,193,302 | 876,465 |
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, 21,249,676 and 20,867,943 shares issued and outstanding, respectively | 2,125 | 2,087 |
Additional paid-in capital | 1,079,131 | 952,475 |
Accumulated deficit | (2,220,159) | (1,787,276) |
Total stockholders' deficit | (1,138,793) | (832,604) |
Total liabilities and stockholders' deficit | $ 54,509 | $ 43,861 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares | Jan. 31, 2016 | Apr. 30, 2015 |
CONSOLIDATED BALANCE SHEETS PARENTHETICAL | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 1,100,000 | 1,100,000 |
Preferred stock shares outstanding | 1,100,000 | 1,100,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 21,249,676 | 20,867,943 |
Common stock shares outstanding | 21,249,676 | 20,867,943 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | ||||
Expenses: | ||||
General and administrative | $ 26,333 | $ 11,549 | $ 49,608 | $ 37,684 |
Management and administrative fees | 22,500 | 22,500 | 67,500 | 67,500 |
Professional fees | 20,311 | 15,295 | 69,197 | 69,045 |
Directors' fees | 94,820 | 94,820 | 15,000 | |
Exploration costs | 1,763 | 1,650 | 5,138 | 7,250 |
Total expenses | 165,727 | 50,994 | 286,263 | 196,479 |
Loss from operations | (165,727) | (50,994) | (286,263) | (196,479) |
Other income (expense): | ||||
Interest expense | (19,461) | (8,934) | (109,881) | (48,578) |
Gain (loss) on derivative liability | (47,257) | (4,038) | (192,198) | 11,008 |
Gain on extinguishment of debt | 21,105 | 155,459 | 19,697 | |
Total other income (expense) | (66,718) | 8,133 | (146,620) | (17,873) |
Loss before income taxes | $ (232,445) | $ (42,861) | $ (432,883) | $ (214,352) |
Provision for income taxes | ||||
Net loss | $ (232,445) | $ (42,861) | $ (432,883) | $ (214,352) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.02) | $ (0.01) | |
Weighted average shares outstanding - basic and diluted | 21,175,763 | 20,867,942 | 21,050,885 | 20,690,328 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (432,883) | $ (214,352) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common shares issued for director's fees | 91,020 | |
Imputed interest on convertible notes payable | 1,687 | 1,914 |
Amortization of debt discount to interest expense | 30,199 | 30,826 |
(Gain) loss on derivative liability | 192,198 | (11,008) |
Gain on extinguishment of debt | (155,459) | (19,697) |
Change in operating assets and liabilities: | ||
Increase in prepaid expenses | (8,630) | (5,949) |
Increase in accounts payable | 36,306 | 35,015 |
Increase (decrease) in accrued interest payable | 311 | (53) |
Increase in accrued interest payable - related parties | 5,027 | 8,575 |
Increase in payables - related parties | 181,727 | 120,523 |
Net cash used in operating activities | (58,497) | (54,206) |
Cash flows from investing activities: | ||
Increase in advances receivable | (2,100) | |
Net cash used in investing activities | (2,100) | |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 104,500 | 52,500 |
Proceeds from convertible notes payable - related parties | 53,900 | |
Repayment of convertible notes payable | (43,985) | (30,500) |
Repayment of convertible notes payable - related parties | (21,850) | |
Net cash provided by financing activities | 60,515 | 54,050 |
Net decrease in cash | (82) | (156) |
Cash at beginning of period | 183 | 396 |
CASH AT END OF PERIOD | $ 101 | $ 240 |
1. Nature of Operations and Con
1. Nature of Operations and Continuation of Business | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
1. Nature of Operations and Continuation of Business | 1. Nature of Operations and Continuation of Business Canyon Gold Corp. (the "Company") was incorporated in the State of Delaware on May 27, 1998 as Mayne International Ltd. On September 5, 2000, the Company changed its name to Black Dragon Entertainment, Inc. On July 31, 2002, the Company changed its name to Vita Biotech Corporation. On May 27, 2004, the Company changed its name to August Energy Corp. and, subsequently on April 17, 2011, the Company changed its name to Canyon Gold Corp. 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 January 31, 2016, the Company has no revenues, has accumulated losses of $2,220,159 and a working capital deficit of $1,176,613 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2016 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Companys business operations. |
2. Basis of Presentation and Su
2. Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
2. Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Companys fiscal year end is April 30. 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 Companys audited financial statements and notes thereto for the year ended April 30, 2015 included in its Annual Report on Form 10-K filed with the SEC. 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 Companys consolidated financial position as of January 31, 2016, the consolidated results of its operations for the three and nine months ended January 31, 2016 and 2015, and its consolidated cash flows for the nine months ended January 31, 2016 and 2015. The results of operations for the three and nine months ended January 31, 2016 are not necessarily indicative of the results to be expected for future quarters or the full year ending April 30, 2016. Consolidation 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. 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 Companys 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 Companys 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 and nine months ended January 31, 2016 and 2015. |
3. Mineral Claims
3. Mineral Claims | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
3. Mineral Claims | 3. Mineral Claims On March 12, 2011, the Companys wholly owned subsidiary, Long Canyon, acquired a 100% interest in 30 mineral claims located in the State of Nevada for $37,820. This amount has been recorded as mineral claims, a non-current asset in the Companys condensed consolidated balance sheets. The Company is committed to pay a 3% Net Smelter Royalty on all the claims acquired by Long Canyon. |
4. Related Party Transactions a
4. Related Party Transactions and Balances | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
4. Related Party Transactions and Balances | 4. Related Party Transactions and Balances Management and administrative services are compensated as per a Service Agreement between the Company and its 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 and renewed on May 1, 2015, 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 Companys consolidated financial statements as a necessary part of funding the Companys operations. As of January 31, 2016 and April 30, 2015, the Company had payable balances due to related parties totaling $550,905 and $369,178, respectively, which resulted from transactions with significant shareholders. Convertible notes payable related parties consisted of the following at: January 31, 2016 April 30, 2015 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, interest at 6%, convertible into common stock of the Company at $0.10 per share 32,050 32,050 $ 57,050 $ 57,050 Convertible notes payable related parties issued prior to the fiscal year ended April 30, 2014 were convertible 30 days from the first day the Companys common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of January 31, 2016, the 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 Companys common stock. Accordingly, no beneficial conversion feature or derivative liabilities were determinable or have been recognized related to the Companys convertible notes payable related parties. These convertible features will be evaluated in subsequent periods for fair value determination. Notes payable related parties are currently in default and consisted of the following at: January 31, 2016 April 30, 2015 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 $16,170 and $11,143 at January 31, 2016 and April 30, 2015, respectively. |
5. Convertible Notes Payable
5. Convertible Notes Payable | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
5. Convertible Notes Payable | 5. Convertible Notes Payable Convertible notes payable consisted of the following at: January 31, 2016 April 30, 2015 Note payable, no interest, convertible into common stock of the Company at $0.02 per share $ 11,000 $ 11,000 Note payable, no interest, convertible into common stock of the Company at $0.02 per share 90 days from demand 141,150 141,150 Note payable, no interest, convertible into common stock of the Company at $0.02 per share on a quarterly basis 14,500 14,500 Note payable, with interest at 6% per annum, due November 11, 2015, convertible into common stock of the Company at $0.10 per share 20,000 - Note payable to institutional investor, with interest at 6% per annum, due November 24, 2016, convertible after six months into common stock of the Company at a defined conversion price 55,500 - Note payable to institutional investor, with interest at 6% per annum, due December 31, 2016, convertible after six months into common stock of the Company at a defined conversion price 39,000 - Note payable to institutional investor repaid in August 2015 - 38,000 Note payable to institutional investor repaid in September 2015 - 16,000 Other, with interest at 6% per annum 9,000 9,000 Less discount (80,885) (29,902) $ 209,265 $ 199,748 The $11,000 and $141,150 convertible notes payable outstanding at January 31, 2016 were convertible 30 days from the first day the Companys common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of January 31, 2016, these two convertible notes had not been converted and therefore are in default. On December 3, 2014, the Company entered into a convertible promissory note with an institutional investor (Investor) for $38,000, which bore interest at an annual rate of 8% and matured on September 5, 2015. The Investor had 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 Companys 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 could 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 increased 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 had no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $3,000 in prepaid expenses, and a debt discount and derivative liability of $37,325 related to the conversion feature. Interest expense for the amortization of the debt discount was calculated on a straight-line basis over the life of the convertible note. In June 2015, the Company paid the institutional investor $25,000, $14,286 principal of the $38,000 convertible note payable and $10,714 in early payment penalties. On July 1, 2015, the institutional investor converted $10,014 principal of the convertible loan into 181,748 shares of the Companys common stock. In August 2015, the Company paid the institutional investor $20,000, $5,714 principal and $14,286 in accrued interest and early payment penalties. In October 2015, the Company paid the institutional investor $42,500, the remaining principal of $7,986 and $34,514 in loan extension fees and early payment penalties. On March 2, 2015, the Company entered into a convertible promissory note with an institutional investor for $16,000, which bore interest at an annual rate of 8% and matured on December 4, 2015. The investor had 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 Companys 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 could 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 increased 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 had no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $500 in prepaid expenses, and a debt discount and derivative liability of $16,000 related to the conversion feature. Interest expense for the amortization of the debt discount was calculated on a straight-line basis over the life of the convertible note. The convertible note was paid in full in September 2015. On November 24, 2015, the Company entered into a convertible promissory note with an institutional investor for $55,500, which bears interest at an annual rate of 8% and matures on November 24, 2016. 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 55% (representing a discount rate of 45%) of the lowest sale price of the Companys common stock during the twenty consecutive trading days immediately preceding 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 six months following the date of the note, the Company can prepay the note upon payment of an amount equal to the outstanding principal multiplied by 135%, together with accrued and unpaid interest, provided that such prepayment factor shall equal 125% if prepayment is made on or before a date that is 90 days from the date of the note. After the expiration of 180 days following the date of the note, the Company has no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $3,000 in prepaid expenses, a debt discount of $55,500, including an original issue discount of $7,000, a derivative liability of $167,776 related to the conversion feature, and a loss on derivative liability of $119,276. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the convertible note. On December 31, 2015, the Company entered into a convertible promissory note with an institutional investor for $39,000, which bears interest at an annual rate of 8% and matures on December 31, 2016. 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 55% (representing a discount rate of 45%) of the lowest trading price of the Companys common stock during the twenty consecutive trading days immediately preceding the date of the conversion notice. The Company can prepay the outstanding note principal pursuant to the following schedule: payment on day 1 60 at 120% of principal owed; payment on day 61 120 at 135% of principal owed; and payment on day 121 180 at 150% of principal owed. After the expiration of 180 days following the date of the note, the Company has no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $4,500 in prepaid expenses, a debt discount of $39,000, including an original issue discount of $3,000, a derivative liability of $70,144 related to the conversion feature, and a loss on derivative liability of $34,144. 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 nine months ended January 31, 2016, we had the following activity in our derivative liability account: Balance at April 30, 2015 $ 47,808 Issuance of new debt 84,500 Loss on derivative liability 192,198 Conversion of debt to shares of common stock and repayment of debt (192,749) Amortization of debt discount to interest expense - Balance at January 31, 2016 $ 131,757 The estimated fair value of the derivative liability at January 31, 2016 was calculated using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 0.47% Expected life in years 0.82 - 0.92 Dividend yield 0% Expected volatility 147.38% - 153.42% Accrued interest payable was $2,694 and $2,383 at January 31, 2016 and April 30, 2015, respectively. |
6. Financial Instruments
6. Financial Instruments | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
6. Financial Instruments | 6. Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial Instruments, 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. As of January 31, 2016, 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 Companys convertible notes was not determinable since there has been no current market value for the Companys common stock. Accordingly, no beneficial conversion feature or derivative liabilities were determinable or have been recognized related to these convertible notes payable. The convertible notes payable to institutional investors and related derivative liability are measured at fair value on a recurring basis and estimated as follows at January 31, 2016: Total Level 1 Level 2 Level 3 Derivative liability $ 131,757 $ - $ - $ 131,757 Convertible notes payable, net 13,615 - - 13,615 Total liabilities measured at fair value $ 145,372 $ - $ - $ 145,372 |
7. Stockholders' Deficit
7. Stockholders' Deficit | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
7. Stockholders' Deficit | 7. Stockholders Deficit Common Stock: The Company has 200,000,000 shares of $0.0001 par value common stock authorized. On February 20, 2014, a majority of the shareholders of the Company holding 82.95% of the Companys 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 nine months ended January 31, 2016, the Company issued 181,748 shares of its common stock for conversion of debt: reducing convertible notes payable by $10,014, reducing debt discount by $2,594, reducing derivative liability by $24,051, increasing common stock by $18, increasing additional paid-in capital by $33,969 and recording a loss on extinguishment of debt of $2,516. In addition, the Company cancelled 15 shares of its common stock with no impact on its consolidated financial statements. On December 4, 2015, the Company issued 200,000 shares of its common stock, valued at $0.4551 per share, to a new member of its board of directors. 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. The Series B convertible preferred shares are convertible into ten common voting shares and carry no voting rights. |
8. Contingencies and Commitment
8. Contingencies and Commitments | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
8. Contingencies and Commitments | 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 January 31, 2016: a) Administration Agreement with EMAC Handels AG, signed on April 20, 2011, for a six-year term and renewed effective May 1, 2014. 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 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. c) In order to maintain the Companys 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 $195 per claim and the State of Nevada is currently $40 per claim, or a total annual commitment of $7,050. |
9. Recent Accounting Pronouncem
9. Recent Accounting Pronouncements | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
9. Recent Accounting Pronouncements | 9. Recent Accounting Pronouncements There were no new accounting pronouncements issued during the nine months ended January 31, 2016 and through the date of filing this quarterly report that the Company believes would be applicable to or have a material impact on the Companys consolidated financial statements. |
10. Supplemental Statement of C
10. Supplemental Statement of Cash Flows Information | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
10. Supplemental Statement of Cash Flows Information | 10. Supplemental Statement of Cash Flows Information During the nine months ended January 31, 2016 and 2015, the Company paid $67,514 and $1,550 for interest. During the nine months ended January 31, 2016 and 2015, the Company paid no amounts for income taxes. During the nine months ended January 31, 2016, the Company had the following non-cash investing and financing activities: Increased common stock by $18 , increased additional paid-in capital by $33,969 , decreased convertible notes payable by $10,014 , decreased debt discount by $2,594 and decreased derivative liability by $24,051. Decreased debt discount by $10,723 and derivative liability by $168,698 . Increased debt discount and derivative liability by $84,500 . During the nine months ended January 31, 2015, 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 $187 , increased additional paid-in capital by $186,380 , decreased accrued interest payable by $2,406 and decreased convertible notes payable by $158,168 . Increased debt discount and derivative liability by $37,326 . |
11. Acquisitions
11. Acquisitions | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
11. Acquisitions | 11. Acquisitions Defense Technology Corporation On October 5, 2015, the Company entered into an agreement to acquire 100% of Defense Technology Corporation, a privately held Colorado company with principal offices in New Port Richey, Florida (DTC). DTC is the developer of defense, detection and protection products to improve security for military personnel and schools and other public facilities. Following completion of the acquisition, DTC will become a wholly owned subsidiary of the Company. In consideration for the acquisition, the Company will issue 4,000,000 shares of its common stock to the sole shareholder of DTC and certain of its note holders. Additionally, DTC will be able to earn certain additional Company preferred shares, Series B Convertible (Series B Shares), upon attaining certain milestone gross sales. The closing of the acquisition was scheduled on or before November 30, 2015 and was subsequently extended to December 31, 2015. However, the closing has been extended pending the completion of DTCs audited financial statements. Following the closing, Canyon Gold will use its reasonable best efforts to effectuate a spin-off of its present subsidiary, Long Canyon Gold Resources Corp., on terms to be determined. Vaportech On June 6, 2015, the Company entered into an agreement to acquire 90% of Vaportech3d LLC, a privately held Nevada limited liability company, formerly known as EMAC Holdings, LLC, a related party, (Vaportech), owner of the Cedar Leaf Oil Vapor Technology. Based on the due diligence performed, on September 8, 2015, the parties entered into an agreement to cancel the acquisition. |
12. Subsequent Events
12. Subsequent Events | 9 Months Ended |
Jan. 31, 2016 | |
Notes | |
12. Subsequent Events | 12. Subsequent Events In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events to determine events occurring after January 31, 2016 that would have a material impact on the Companys financial results or require disclosure. The Company has not closed the acquisition of DTC pending the completion of audited financial statements of DTC. |
1. Nature of Operations and C18
1. Nature of Operations and Continuation of Business: Going Concern (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Policies | |
Going Concern | 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 January 31, 2016, the Company has no revenues, has accumulated losses of $2,220,159 and a working capital deficit of $1,176,613 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2016 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Companys business operations. |
2. Basis of Presentation and 19
2. Basis of Presentation and Summary of Significant Accounting Policies: Consolidation (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Policies | |
Consolidation | Consolidation 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. |
2. Basis of Presentation and 20
2. Basis of Presentation and Summary of Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Policies | |
Use of Estimates | 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. |
2. Basis of Presentation and 21
2. Basis of Presentation and Summary of Significant Accounting Policies: Basic and Diluted Loss Per Common Share (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Policies | |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss per Common Share Basic loss per share is calculated by dividing the Companys 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 Companys 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 and nine months ended January 31, 2016 and 2015. |
9. Recent Accounting Pronounc22
9. Recent Accounting Pronouncements: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Policies | |
Recent Accounting Pronouncements | There were no new accounting pronouncements issued during the nine months ended January 31, 2016 and through the date of filing this quarterly report that the Company believes would be applicable to or have a material impact on the Companys consolidated financial statements. |
4. Related Party Transactions23
4. Related Party Transactions and Balances: Schedule of Convertible Notes Payable Related Parties (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable Related Parties | January 31, 2016 April 30, 2015 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, interest at 6%, convertible into common stock of the Company at $0.10 per share 32,050 32,050 $ 57,050 $ 57,050 |
4. Related Party Transactions24
4. Related Party Transactions and Balances: Schedule of Notes Payable Related Parties (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Tables/Schedules | |
Schedule of Notes Payable Related Parties | January 31, 2016 April 30, 2015 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 |
5. Convertible Notes Payable_ S
5. Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | January 31, 2016 April 30, 2015 Note payable, no interest, convertible into common stock of the Company at $0.02 per share $ 11,000 $ 11,000 Note payable, no interest, convertible into common stock of the Company at $0.02 per share 90 days from demand 141,150 141,150 Note payable, no interest, convertible into common stock of the Company at $0.02 per share on a quarterly basis 14,500 14,500 Note payable, with interest at 6% per annum, due November 11, 2015, convertible into common stock of the Company at $0.10 per share 20,000 - Note payable to institutional investor, with interest at 6% per annum, due November 24, 2016, convertible after six months into common stock of the Company at a defined conversion price 55,500 - Note payable to institutional investor, with interest at 6% per annum, due December 31, 2016, convertible after six months into common stock of the Company at a defined conversion price 39,000 - Note payable to institutional investor repaid in August 2015 - 38,000 Note payable to institutional investor repaid in September 2015 - 16,000 Other, with interest at 6% per annum 9,000 9,000 Less discount (80,885) (29,902) $ 209,265 $ 199,748 |
5. Convertible Notes Payable_26
5. Convertible Notes Payable: Schedule of Derivative Liability Related to the Conversion Feature (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Tables/Schedules | |
Schedule of Derivative Liability Related to the Conversion Feature | Balance at April 30, 2015 $ 47,808 Issuance of new debt 84,500 Loss on derivative liability 192,198 Conversion of debt to shares of common stock and repayment of debt (192,749) Amortization of debt discount to interest expense - Balance at January 31, 2016 $ 131,757 |
5. Convertible Notes Payable_27
5. Convertible Notes Payable: Schedule of Assumptions Used (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Tables/Schedules | |
Schedule of Assumptions Used | Risk-free interest rate 0.47% Expected life in years 0.82 - 0.92 Dividend yield 0% Expected volatility 147.38% - 153.42% |
6. Financial Instruments_ Fair
6. Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Tables/Schedules | |
Fair Value, Liabilities Measured on Recurring Basis | Total Level 1 Level 2 Level 3 Derivative liability $ 131,757 $ - $ - $ 131,757 Convertible notes payable, net 13,615 - - 13,615 Total liabilities measured at fair value $ 145,372 $ - $ - $ 145,372 |
1. Nature of Operations and C29
1. Nature of Operations and Continuation of Business (Details) | 9 Months Ended |
Jan. 31, 2016 | |
Details | |
Entity Incorporation, State Country Name | Delaware |
Entity Incorporation, Date of Incorporation | May 27, 1998 |
1. Nature of Operations and C30
1. Nature of Operations and Continuation of Business: Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 91 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | |
Details | |||||
Net loss | $ 232,445 | $ 42,861 | $ 432,883 | $ 214,352 | $ 2,220,159 |
Working capital deficit | $ 1,176,613 | $ 1,176,613 | $ 1,176,613 |
3. Mineral Claims (Details)
3. Mineral Claims (Details) | 9 Months Ended |
Jan. 31, 2016USD ($) | |
Details | |
Payments for mineral claims | $ 37,820 |
Net Smelter Royalty | 3.00% |
4. Related Party Transactions32
4. Related Party Transactions and Balances (Details) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Details | ||
Payables - related parties | $ 550,905 | $ 369,178 |
Accrued interest payable - related parties | $ 16,170 | $ 11,143 |
4. Related Party Transactions33
4. Related Party Transactions and Balances: Schedule of Convertible Notes Payable Related Parties (Details) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Convertible notes payable - related parties | $ 57,050 | $ 57,050 |
Notes payable related party 1 | ||
Convertible notes payable - related parties | 25,000 | 25,000 |
Notes payable related party 2 | ||
Convertible notes payable - related parties | $ 32,050 | $ 32,050 |
4. Related Party Transactions34
4. Related Party Transactions and Balances: Schedule of Notes Payable Related Parties (Details) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Notes payable - related parties | $ 79,656 | $ 79,656 |
Notes payable related party 1 | ||
Notes payable - related parties | 24,656 | 24,656 |
Notes payable related party 2 | ||
Notes payable - related parties | 7,500 | 7,500 |
Notes payable related party 3 | ||
Notes payable - related parties | $ 47,500 | $ 47,500 |
5. Convertible Notes Payable_35
5. Convertible Notes Payable: Schedule of Convertible Notes Payable (Details) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Convertible notes payable, net of discount | $ 209,265 | $ 199,748 |
Debt Instrument, Unamortized Discount | (80,885) | (29,902) |
Convertible Notes Payable | 209,265 | 199,748 |
Convertible Note Payable 1 | ||
Convertible notes payable, net of discount | 11,000 | 11,000 |
Convertible Note Payable 2 | ||
Convertible notes payable, net of discount | 141,150 | 141,150 |
Convertible Note Payable 3 | ||
Convertible notes payable, net of discount | 14,500 | 14,500 |
Convertible Note Payable 4 | ||
Convertible notes payable, net of discount | 20,000 | |
Convertible Note Payable 5 | ||
Convertible notes payable, net of discount | 55,500 | |
ConvertibleNotePayable6Member | ||
Convertible notes payable, net of discount | 39,000 | |
ConvertibleNotePayable7Member | ||
Convertible notes payable, net of discount | 38,000 | |
ConvertibleNotePayable8Member | ||
Convertible notes payable, net of discount | 16,000 | |
Other Convertible Debt | ||
Convertible notes payable, net of discount | $ 9,000 | $ 9,000 |
5. Convertible Notes Payable (D
5. Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 13 Months Ended | ||||||||
Dec. 31, 2015 | Nov. 30, 2015 | Mar. 31, 2015 | Feb. 28, 2014 | Jan. 31, 2016 | Dec. 31, 2016 | Nov. 30, 2016 | Nov. 24, 2015 | Apr. 30, 2015 | Mar. 02, 2015 | Dec. 03, 2014 | |
Increase decrease in debt discount | $ 10,723 | ||||||||||
Accrued interest payable | $ 2,694 | $ 2,383 | |||||||||
ConvertibleNotePayable7Member | |||||||||||
Prepaid Expense, Current | $ 3,000 | ||||||||||
Derivative Liability Related to the Conversion Feature | $ 37,325 | ||||||||||
ConvertibleNotePayable8Member | |||||||||||
Prepaid Expense, Current | $ 500 | ||||||||||
Derivative Liability Related to the Conversion Feature | $ 16,000 | ||||||||||
Convertible Note Payable 5 | |||||||||||
Prepaid Expense, Current | $ 3,000 | ||||||||||
Derivative Liability Related to the Conversion Feature | $ 167,776 | ||||||||||
Increase decrease in debt discount | $ 55,500 | ||||||||||
Gain (Loss) on Derivative Liability Related to the Conversion Feature | $ 119,276 | ||||||||||
ConvertibleNotePayable6Member | |||||||||||
Prepaid Expense, Current | $ 4,500 | ||||||||||
Derivative Liability Related to the Conversion Feature | 70,144 | ||||||||||
Increase decrease in debt discount | $ 39,000 | ||||||||||
Gain (Loss) on Derivative Liability Related to the Conversion Feature | $ 34,144 |
5. Convertible Notes Payable_37
5. Convertible Notes Payable: Schedule of Derivative Liability Related to the Conversion Feature (Details) - USD ($) | 9 Months Ended | |
Jan. 31, 2016 | Apr. 30, 2015 | |
Derivative liability | $ 131,757 | $ 47,808 |
Derivative Liability | ||
Derivative liability | 131,757 | $ 47,808 |
Issuance of new debt related to the Conversion Feature | 84,500 | |
Gain (Loss) on Derivative Liability Related to the Conversion Feature | 192,198 | |
Conversion of debt to shares of common stock and repayment of debt | $ (192,749) |
5. Convertible Notes Payable_38
5. Convertible Notes Payable: Schedule of Assumptions Used (Details) | 9 Months Ended |
Jan. 31, 2016 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.47% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum | |
Fair Value Assumptions, Expected Term | 9 months 25 days |
Fair Value Assumptions, Expected Volatility Rate | 147.38% |
Maximum | |
Fair Value Assumptions, Expected Term | 11 months 1 day |
Fair Value Assumptions, Expected Volatility Rate | 153.42% |
6. Financial Instruments_ Fai39
6. Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Derivative liability | $ 131,757 | $ 47,808 |
Convertible Debt | 13,615 | |
Liabilities, Fair Value Disclosure, Recurring | 145,372 | |
Fair Value, Inputs, Level 3 | ||
Derivative liability | 131,757 | |
Convertible Debt | 13,615 | |
Liabilities, Fair Value Disclosure, Recurring | $ 145,372 |
7. Stockholders' Deficit (Detai
7. Stockholders' Deficit (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Apr. 30, 2012 | Apr. 30, 2015 | |
Common stock shares authorized | 200,000,000 | 200,000,000 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Shares of common stock issued for payables - related parties - shares | 181,748 | ||
Stock Issued During Period, Shares, New Issues | 200,000 | ||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred Stock | |||
Preferred Series A shares issued at par for payables - Shares | 600,000 | ||
Recapitalization with reverse acquisition - Shares | 500,000 |
8. Contingencies and Commitme41
8. Contingencies and Commitments (Details) - USD ($) | 9 Months Ended | 15 Months Ended | 24 Months Ended |
Jan. 31, 2016 | Jul. 31, 2014 | Apr. 30, 2013 | |
EMAC Handels Ag | |||
Monthly fee for administration services | $ 5,000 | $ 3,500 | |
Monthly fee for Office Rent | 250 | ||
Monthly fee for Office Supplies | $ 125 | ||
Delbert G Blewett | |||
Monthly Director's fee per Service Agreement | $ 2,500 | ||
Bureau of Land Management | |||
Annual Payments to maintain the Company's claim and/or leases | 195 | ||
State of Nevada | |||
Annual Payments to maintain the Company's claim and/or leases | $ 40 |
10. Supplemental Statement of42
10. Supplemental Statement of Cash Flows Information (Details) - USD ($) | 9 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Interest Paid | $ 67,514 | $ 1,550 |
Increase Decrease to Convertible Notes Payable | 10,014 | |
Increase decrease in debt discount | 10,723 | |
Increase decrease in derivative liability | 168,698 | |
Increase Decrease in Debt Discount and Derivative Liability | 84,500 | 37,326 |
Common Stock Issued For Payables Related Parties | 175,000 | |
Common Stock Issued for interest payable - related parties 1 | 49,708 | |
Increase Decrease to Convertible Notes Payable - Related Parties | 131,000 | |
Common Stock Issued for interest payable - related parties 2 | 2,406 | |
Decreased convertible notes payable | 158,168 | |
Common Stock | ||
Common Stock Issued For Convertible Notes Payable | 18 | |
Common Stock Issued For Payables Related Parties | 239 | |
Common Stock Issued for interest payable - related parties 1 | 211 | |
Common Stock Issued for interest payable - related parties 2 | 187 | |
Additional Paid-in Capital | ||
Common Stock Issued For Convertible Notes Payable | $ 33,969 | |
Common Stock Issued For Payables Related Parties | 174,761 | |
Common Stock Issued for interest payable - related parties 1 | 180,497 | |
Common Stock Issued for interest payable - related parties 2 | $ 186,380 |