UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended October 31, 2016

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

For the transition period from __________ to __________

Commission File number 333-145879

GOLD LAKES CORP.

(Exact name of registrant as specified in its charter)

Nevada	74-3207964
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3401 Enterprise Parkway Beachwood OH 4122

(Address of principal executive offices)

216-916-9303

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Small reporting company	x
(Do not check if a small 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

December 15, 2016: 103,096,935 common shares

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK.	24
ITEM 4.	CONTROLS AND PROCEDURES.	25
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	27
ITEM 1A.	RISK FACTORS.	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	30
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	30
ITEM 4.	MINE SAFETY DISCLOSURES.	30
ITEM 5.	OTHER INFORMATION.	30
ITEM 6.	EXHIBITS.	31
SIGNATURES.		33

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of GOLD LAKES CORP. at October 31, 2016(with comparative figures as at July 31, 2016) and the statement of operations for the three ended October 31, 2016 and 2015; and the statement of cash flows for the three months ended October 31, 2016 and 2015 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three months ended October 31, 2016 are not necessarily indicative of the results that can be expected for the year ending July 31, 2017.

3

GOLD LAKES CORP.

CONDENSED BALANCE SHEETS

	October 31, 2016 $			July 31, 2016 $
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash		6,021			2,573
Total Current Assets		6,021			2,573
LONG TERM ASSETS
Investment in mineral property		66,001			51,000
TOTAL ASSETS		72,022			53,573
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued interest		142,955			120,750
Due to related party		17,750			17,500
Promissory notes payable		121,500			141,500
Derivative liability		1,959,897			1,600,752
Convertible notes payable (net of unamortized discounts of $455,701 and $326,590 respectively, and net of deferred charges of $110,833 and $123,586 respectively)		264,174			73,949
Total Current Liabilities		2,506,276			1,954,451
TOTAL LIABILITIES		2,506,276			1,954,451
STOCKHOLDERS' DEFICIT
Common stock 500,000,000 shares authorized, at $0.001 par value; 103,096,935 shares issued and outstanding as of October 31, 2016, and July 31, 2016		103,097			103,097
Additional paid in capital		24,432,978			24,432,977
Accumulated Deficit		(26,970,329	)		(26,436,952	)
Total Stockholders' Deficiency		(2,434,254	)		(1,900,878	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		72,022			53,573

The accompanying notes are an integral part of these condensed unaudited financial statements.

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GOLD LAKES CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three months ended October 31, 2016 $			Three months ended October 31, 2015 $
REVENUES		-			-
EXPENSES
General and administrative		197,707			44,722
Impairment loss on mineral claim		-			23,500,000
TOTAL EXPENSES		197,707			23,544,722
OTHER EXPENSES
Loss on valuation and revaluation of derivative liability		52,561			-
Benefit from conversion of convertible debt		-			4,391,200
Amortization of deferred charges		60,529			-
Amortization of debt discount		198,664			-
Interest expense		23,916			4,454
TOTAL OTHER EXPENSES (INCOME)		335,670			4,395,654
NET INCOME (LOSS)		(533,377	)		(27,940,376	)
NET LOSS PER COMMON SHARE
Basic		(0.01	)		(2.04	)
Fully Diluted		(0.00	)		(0.11	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic		87,971,428			13,694,469
Fully Diluted		153,065,199			249,576,935

The accompanying notes are an integral part of these condensed unaudited financial statements.

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GOLD LAKES CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three months ended October 31, 2016 $			Three months ended October 31, 2015 $
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		(533,377	)		(27,940,376	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss on mineral claims		-			23,500,000
Interest inferred on debt		-			580
Benefit from conversion of debt		-			4,391,200
Amortization of debt discounts		181,530			-
Amortization of debt discounts and deferred charges		60,529			-
Loss from valuation and revaluation of convertible debt		52,561			-
Changes in operating assets and liabilities
Accounts payable		22,205			(1,802	)
Due to related party		250			-
Net cash (used in) operating activities		(216,302	)		(50,398	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in mineral lease		(15,000	)		-
Net cash (used in) investing activities		(15,000	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt net of deferred expenses		314,000			60,500
Debt issue costs		(18,750	)		-
Proceeds from related party advances		-			5,990
Repayment of promissory note		(20,000	)		-
Repayment of related party advances		-			(15,000	)
Repayment of convertible notes		(40,500	)		-
Net cash provided by financing activities		234,750			51,490
Net (Decrease) Increase in Cash		3,448			1,092
Cash at Beginning of Period		2,573			-
CASH AT END OF PERIOD		6,021			1,092
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCIAL ACTIVITIES
Shares issued for property		-			23,500,000
OTHER SUPPLEMENTAL DISCLOSURE
Taxes paid		-			-
Interest paid		7,365			-

The accompanying notes are an integral part of these condensed unaudited financial statements

6

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

1. ORGANIZATION

The Company, Gold Lakes Corp., was incorporated under the laws of the State of Nevada on January 18, 2007 with the authorized capital stock of 300,000,000 shares at $0.001 par value. On April 30, 2008, the Secretary of State for Nevada approved an amendment to the Articles of Incorporation where the total number of shares of common stock was increased to 500,000,000 shares of common stock with a par value of $0.001 per share. The Company was organized for the purpose of acquiring and developing mineral properties. On August 15, 2015 the Company reverse split its issued shares on the basis of one post-split share for every two hundred pre-split shares. On July 15, 2016, the company forward split its issued shares on the basis of three post-split shares for every one pre-split share.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. As of October 31, 2016 and July 31, 2016, the Company has 153,867,007 and 49,968,264, respectively, of common stock equivalents outstanding, calculated using the if-converted method.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Foreign Currency Translations

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. The functional currency is US dollars.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred. For the three months ended October 31, 2016 - $21,000 and October 31, 2015 $Nil.

 

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GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Mineral Property Acquisition and Exploration Costs

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

Reclassifications

Certain prior period amounts have been reclassified to conform with current period presentation. On July 16, 2016, the Company forward split its shares on basis of three to one. The financial statements have been restated under the guidance of SAB Topic 4C.

 

8

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the financial statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Disclosures of Uncertainties about an Entity’s ability to continue as a Going Concern. The Company has reviewed the applicable ASU and has quantified the effects of this pronouncement, and has provided the requisite disclosure in the financial statements.

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

3. MINERAL PROPERTIES

On April 21, 2016, we staked 31 mining claims consisting of 329 mining units and totaling 13,008 acres of vacant land in the townships of Frecheville, Stoughton, and Mistaken Islands in Northeastern Ontario, Canada. Ontario's Ministry of Northern Development and Mines issued 31 claim numbers for these claims. The Company owns a 100% interest in these claims, and has named them the "Ponderosa" property. We have no plans to explore the Ponderosa claims at this time, as our current focus is on exploring the Big Monty Claims and completing the terms of the Flex Agreement.

On August 28, 2015, we entered into an Equity Participation and Earn-In Agreement (the "Flex Agreement") with Flex Mining Ltd., a Delaware corporation ("Flex"), pursuant to which we issued 23,500,000 (pre-split) shares of restricted common stock to Flex. Under the terms of the Flex Agreement, we became eligible to earn 100% of the issued and outstanding shares of Flex by investing $1,000,000 in property expenditures on Flex's properties over the next three years. Flex owns 100% of six mining claims, named the Big Monty Claims, in the historic Abitibi Greenstone Belt in Northern Ontario. We plan to conduct exploration activities on the Big Monty Claims.

 

9

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

3. MINERAL PROPERTIES (Continued)

On March 21, 2016, we entered into an Addendum to Equity Participation and Earn-In Agreement (the "Flex Addendum") with Flex. Under the terms of the Flex Addendum, in consideration for our prior equity issuance to Flex and an agreement to pay $15,000 to Flex within 180 days after the effective date of the Flex Addendum, Flex agreed to sell, convey, assign and transfer substantially all of its assets, including the Big Monty Claims (the "Assets") to us. To date, $6,000 of the $15,000 payment to Flex has been made. As partial consideration for the acquisition of the Assets, the Flex Addendum requires us to incur the following expenditures over the next three years relating to the Big Monty Claims: (1) not less than $250,000 in expenditures on or before the first anniversary of the effective date of the Flex Addendum; (2) not less than $350,000 in additional expenditures on or before the second anniversary of the effective date of the Flex Addendum; and (3) not less than $400,000 in additional expenditures on or before the third anniversary of the effective date of the Flex Addendum. If we are unable to incur the expenditures required, we may satisfy any deficiency by making an equivalent cash payment to Flex. If we fail to incur the required expenditures under the Flex Addendum, Flex will have the option to repurchase the Assets from us at a price to be mutually agreed upon by the parties.

The Company has incurred expenditures of $15,000 renewing the mining claims and planning the exploration during the quarter.

Management determined that there was an impairment of the investment in the amount of $23,500,000 was warranted due to firstly that, no exploration being conducted on the property to date; and secondly that, no mineral resource having been identified on the property to date.

The Mining Claims are known as the "Big Monty Property" and are located in the Frecheville and Stoughton Townships, Ontario, Larder Lake District. The Claims currently in Big Monty are:

Claim #	# of hectares	Claim Start Date	Claim Expiry Date
4282128	16	February 16, 2016	February 16, 2019
4282129	16	February 16, 2016	February 16, 2019
4282130	6	February 16, 2016	February 16, 2019
4282131	9	February 16, 2016	February 16, 2019
4282132	11	February 16, 2016	February 16, 2019
4282133	13	February 16, 2016	February 16, 2019
4282134	2	February 16, 2016	February 16, 2019
Total	73 hectares (180.4 acres)

 

10

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

4. CONVERTIBLE NOTES PAYABLE

Issue Date	Expiry date	Amount of Loan		Interest rate			Unamortized Debt Discount		Net Carrying Amount
7/31/2012	7/31/2013	$	40,000		10	%	$	-	$	40,000
3/11/16	3/11/17		335,000		8	%		120,233		214,767
7/13/2016	7/13/2017		55,125		10	%		38,648		16,477
7/14/2016	4/14/2017		53,500		12	%		32,217		21,283
8/1/2016	8/1/2017		50,000		10	%		37,534		12,466
8/04/16	8/04/2017		50,000		8	%		37,945		12,055
8/04/16	8/04/2017		83,333		9	%		63,242		20,091
8/05/16	5/04/17		52,500		10	%		39,987		12,513
8/15/2016	8/15/2017		50,000		10	%		39,452		10,548
8/26/2016	5/26/2017		61,250		8	%		46,443		14,807
Total Loans		$	830,708				$	455,701	$	375,007
Less deferred charges										(110,833	)
Net Carrying Value									$	264,174

On July 31, 2012, the Company converted $40,000 in accounts payable to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. The note is currently in arrears and is due and payable on demand. The note is convertible into shares of the Company's common stock at a conversion price of $0.001. The Company is currently in default on this note. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company amortized the discount on the debt equal to the face value, in the amount of $40,000 for the year ended July 31, 2013. This discount was amortized to interest expense. During the period ended July 31, 2016, $8,800 of debt was converted into 8,800,000 pre-split (or 26,400,000 post-split) shares of common stock. We have not received any notice of default from the lender; however, we do intend to pay off the amount owed under this note in the future when we have sufficient funding. The current accrued interest on the note is $8,200.

On January 22, 2016, the Company issued a $35,500 convertible promissory note. This was increased to $40,500 due to a standby agreement. The note has an 12% per annum interest rate and a maturity date of January 22, 2017. Closing costs of $9,050 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $35,500 has been recorded and is being amortized over the life of the loan. A derivative liability was calculated using Black Scholes and is estimated to be $116,548 at July 31, 2016.On August 22, 2016, the Company paid out the loan in full for $65,000. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.

On March 14, 2016, the Company issued a $535,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of March 11, 2017. Closing costs of $35,000 and the $250,000 loan discount are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. On July 12, 2016, the $200,000 of the promissory note and $16,000 of the accrued interest payable was paid out by the Company by issuing 3,240,000 common shares of the Company. The remaining conversion benefit of $120,233 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $771,939 at October 31, 2016.

 

11

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

4. CONVERTIBLE NOTES PAYABLE (continued)

On July 14, 2016, the Company issued a $53,500 convertible promissory note. The note has an 12% per annum interest rate and a maturity date of April 14, 2017. Closing costs of $6,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $32,217 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $134,453 at October 31, 2016.

On July 16, 2016, the Company issued a $55,125 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of July 16, 2017. Closing costs of $5,125 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A remaining conversion benefit of 16,477 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $128,320 at October 31, 2016.

On August 1 2016, the Company issued a $50,000 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of August 1, 2017. Closing costs of $8,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $50,000 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $133,911 at October 31, 2016.

On August 4, 2016, the Company issued a $83,333 convertible promissory note. The note has an 9% per annum interest rate and a maturity date of August 4, 2017. Closing costs of $12,083 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $83,333 is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $222,470 at October 31, 2016.

On August 4, 2016, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of August 4, 2017. Closing costs of $2,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $50,000 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $133,163 at October 31, 2016.

On August 5, 2016, the Company issued a $52,500 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of August 5, 2017. Closing costs of $7,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $52,500 has been calculated and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $140,454 at October 31, 2016.

On August 15, 2016, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of August 15, 2017. Closing costs of $10,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 55% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $50,000 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $132,844 at October 31, 2016.

12

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

4. CONVERTIBLE NOTES PAYABLE (continued)

On August 26, 2016, the Company issued a $61,250 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of May 26, 2017. Closing costs of $11,250 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 60% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $61,250 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $162,343 at October 31, 2016.

5. RELATED PARTY TRANSACTIONS

During the period, the Company has paid its officer consulting fees of $6,000 (2015 - $3,000). The Company owed its officer for salary payable $17,750 as at July 31, 2016, (2015 - $17,500.

6. NOTE PAYABLE

Issue Date	Expiry date	Amount of Loan		Interest rate
7/31/2012	7/31/2013	$	21,500		10	%
7/14/2016	7/14/2017		50,000		8	%
7/5/2016	7/14/2017		50,000		8	%
Total Loans		$	121,500

The Company has received $17,500 under a 10% promissory note agreement with a third party in July 2012. An additional $4,000 was received under this Note in 2014. Interest and principal were due on September 15, 2012. The

Company is currently in default on this Note. Per the note agreement, interest of $13,082 was accrued through October 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.

 

13

GOLD LAKES CORP.

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2016

On July 14, 2016, the Company received $70,000 under a 8% promissory note agreement with a third party due July 14, 2017 and $20,000 was repaid on September 15, 2016. Per the note agreement, interest of $1,826 was accrued through October 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.

On July 5, 2016, the Company received $50,000 under a 8% promissory note agreement with a third party due July 14, 2017. Per the note agreement, interest of $1,304 was accrued through October31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.

7. GOING CONCERN

The Company will need additional working capital to service its debt and to develop the mineral claims acquired, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

8. SUBSEQUENT EVENTS

On December 5, 2016, a stockholder(s) holding 66,300,000 shares, or approximately 61.3%, of our issued and outstanding $0.001 par value common stock ("Common Stock") consented in writing to amend the Company's Articles of Incorporation (the "Certificate of Amendment"). This consent was sufficient to approve the Certificate of Amendment under Nevada law and our Articles of Incorporation. The attached Information Statement describes the Certificate of Amendment that the common stockholders of the Company have approved, which will increase the Company’s authorized shares of common stock to 2,000,000,000 shares from 500,000,000 shares and authorize the Company to issue up to 1,000,000 shares of preferred stock. The Certificate of Amendment will become effective upon filing with the Nevada Secretary of State, which can occur no earlier than twenty (20) calendar days after the filing and dissemination of the Definitive Information Statement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Corporate Organization and History within the Last Three years

We were incorporated under the laws of the State of Nevada on January 18, 2007 under the name Siga Resources Inc. We do not have any subsidiaries or affiliated companies. Since our default have defaulted on payments to keep the ownership in the Lucky Thirteen Claim intact. Consequently, we have lost our interest in the Lucky Thirteen Claim entirely.

We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. We have no intention of entering into a corporate merger or acquisition.

Business Development since Inception

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-exploration stage company and have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formation on January 18, 2007. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we commence our exploration of the Big Monty Claims; or we must find an alternate mining claim. We must obtain equity or debt financing to provide the capital required implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we will be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholders.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from other sources. Our only other source for cash at this time is investments by others in the Company.

To meet our need for cash we must raise additional capital. We will attempt to raise additional money through a private placement, public offering or through loans. We have discussed this matter with our officers and directors. However, our officers and directors are unwilling to make any commitments to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. We require additional cash to continue operations. Such operations could take many years of exploration and would require expenditure of very substantial amounts of money, money we do not presently have and may never be able to raise. If we cannot raise it we will have to abandon our planned exploration activities and go out of business.

We estimate we will require $187,830 in cash over the next twelve months. For a detailed breakdown refer to “Liquidity and Capital Reserves”. In addition, cash will be required to cover the phase one cost of completing the exploration work for the Big Monty Claims during that period is estimated at $67,500; and, if required the phase two costs estimated at $310,40.
 

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Comparison of the Operating Results for the three months ended October 31, 2016 to October 31, 2015

	October 31, 2016		October 31, 2015		Difference			Explanation
Write down of Mineral Property		-		23,500,000		(23,500,000	)	The properties were acquired by issuing 23,500,000 shares. The market value at the time of issue was $1.00 per share resulting in a cost of $23,500,000. As the value of the property is unknown at this time, the Company has written off the cost of the property.
Benefit from conversion of debt		-		4,391,200		(4,391,200	)	Different between market value of shares converted from debt and cost of debt.
Amortization of Deferred Charges		60,529		-		60,529		Finders fees and legal costs associated with the convertible debt are being amortized over the life of the loans.
Interest Expense		23,916		4,454		20,312		Reflects interest on convertible debt and promissory notes
Consulting		78,000		24,500		53,500		Consulting costs increased due to money raising activities.
Legal		64,326		9,595		54,731		Due to getting listed on QBX, getting property transferred, reverse merger, name change and review of debt documents.
Advertising and marketing		21,000		-		21,000		Marketing consulting costs
Audit and Accounting		21,000		5,000		16,000		Due to increased activity
Transfer Agent		6,537		1,040		5,497		Increased number of share issues
Other		6,848		4,587		2,261
Change in Derivative Benefit		52,561		-		52,561		Resulted in increase in share price at year end on convertible debt
Amortization of Debt Discount		198,664		-		198,664		Amortization of debt discounts of convertible debt
		533,377		27,940,376		(23,406,999	)

Balance Sheets

Total cash, as of October 31, 2016, was$6,021 and July 31, 2016 was $2,573. Our working capital deficiency as at October 31, 2016 was $2,506,255 and as of July 31, 2016, $1,951,878.

Total stockholders’ deficit as of October 31, 2016, was $2,434,254 and $1, 900,878 as at July 31, 2016. Total shares outstanding as at October 31, 2016 and July 31, 2016 was 103,096,935.

 

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Our mineral properties are the:

Big Monty Claims

We have entered into an earn-in agreement to earn a 100% interest in the Big Monty Claims.

The Big Monty Claims consist of the following 6 mining claims in Northern Ontario:

Claim #	# of Hectares		# of Acres
4282128		16		40
4282129		16		40
4282130		6		15
4282131		9		22
4282132		11		26
4282133		13		32
4282134		2		5
		73		180

Location and Access

The Big Monty Claims is located approximately 70 kilometers (44 miles) north of Kirkland Lake, Ontario, and 68 kilometers east of Timmins, Ontario (42 miles). It is located approximately 10 kilometers (6 miles) east of Matheson, Ontario. The area covered by the Claim is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire. Both Kirkland Lake and Timmins can provide all necessary amenities and supplies including, fuel, helicopter services, hardware, drilling companies and assay services. Access to our Claim is via major highway east of Matheson. No water is required for the purposes of our planned exploration work. No electrical power is required at this stage of exploration. Any electrical power that might be required in the foreseeable future could be supplied by gas powered portable generators.

The claim’s terrain is rugged with mountain forests growth throughout.

Property Geology

Bedrock outcrops were found to be generally rare across all of the claims. This was due to vegetation and glacial till. Portions of the claims have been logged in recent years; particularly the northern portion of claim 4256645 and claims 4256646 and 4256647. However, the logged areas have re-vegetated with first generation plants (grasses, pines, scrub oaks, sumac, etc.) making it difficult to find bedrock exposures. Also a significant portion of the claims area is covered with a veneer of glacial till of varying thicknesses. The till is described as a fine to medium grain arkosic sand with occasional pebble and gravel size clasts. This till dominates claims area south of the North Branch of the Porcupine-Destor Fault. The available bedrock outcrops are primarily found on claims 4255645, 4255646 and 4255647 due to recent logging and the glacial till being locally thinner at these claims. The observed bedrock is a massive fine-grained mafic volcanic rocks intruded with mafic rock characterized by pillow structures. Also observed was a northwest/southeast dike on claim 4255646. The dike rock is described as a medium-grain with visible feldspars and slightly magnetic. Finally, accessory minerals of pyrite and possible arsenopyrite were observed in several rocks. The general geochemistry is indicating the collect rocks are mafic being rich in iron and magnesium with low silica by weight. No significant concentrations of precious, base or rare earth elements were detected in the collected rocks. A belt of volcanic rocks, of the Savura Volcanic Group, underlies the property. These volcanic rocks are exposed along a wide axial zone of a broad complex. The presence of these rocks is on our property is relevant to us as gold mineralization, at the nearby (approximately 20 miles to the west of our claim) Nasoata Gold Mine, a past producer of gold in commercial quantities, is generally concentrated within extrusive volcanic rocks (of the Savura Volcanic Group) on the walls of large volcanic caldera.

The Big Monty Claims are located approximately 6 miles east of the town of Matheson (2,410 population).

 

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Previous Exploration

On October 28, 2013, G3 - Gauvreau GeoEnvironmental Group Inc. prepared 2013 Claims Assessment Report. The work performed as part of the claims assessment necessary for the Big Monty Property to maintain the claims in good standing following the guidelines set forth by the Ontario Ministry of Northern Development and Mines (MNDM). The Big Monty Property is a northwest to southeast group of seven claims on Crown Land located west and south of Trollope Lake in Frecheville Township as illustrated on Figure 1. The claim numbers are the following: 4256641, 4256642, 4256644, 4256645, 4256646 and 4256647.

The assessment work for the claims is divided into three tasks:

1)	Field Study performing geologic mapping and sampling
2)	Magnetic Survey interpretation, and
3)	Georeferencing.

The Big Monty claims were staked in September and October of 2010. These claims are geologically located in the Abitibi greenstone province. Structurally the claims lie along the central sector of the north branch of the Porcupine-Destor Fault. This Fault divides the claim’s lithostratographic assemblages north and south. The northern half of the claims has been mapped as Stoughton-Roquemaure Assemblage (27.25 to 27.20 Ma) (1). The southern and up side of the Fault has been mapped as the as the Kidd-Munro Assemblage (27.18 to 27.10 Ma) (1). The Stoughton-Roquemaure Assemblage is characterized by komatiitic basalt and low to high-Mg komatiite intrusives. Spinifex-textured and pillowed komatiites are common (2) while the Kidd-Monro Assemblage is described as assemblage as ultramafic and mafic, tholeiitic, metavolcanic rocks with minor high-silica rhyolite (1).

In the 2012 assessment period, an aerial magnetic survey was conducted on the Big Monty claims. The results from aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. No corresponding geologic interpretation of the aerial magnetic survey was completed during that assessment period.

Field Study

A field study was performed beginning October 7 through October 11 and October 22, 2013. The purpose of the field study, where possible, was to complete the following:

· geological mapping,

· grab/hand rock sampling,

· geochemical sampling,

· structural mapping (faults, joints, fractures, etc.), and

· GPS locating of control points including claim corner posts and claim boundaries.

Nine rock samples were collected from various bedrock outcrops during the field study. These samples were submitted to an Agat Laboratories in Sudbury, Ontario for chemical analyses.

The field geological mapping and chemical analysis data is used to tie the aerial magnetometer survey to observable and mapable bedrock conditions along with structures the Porcupine-Destor Fault Zone.

 

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Aerial Magnetometer Survey Interpretation

The interpretation of the aerial magnetic survey interpretation was conducted using the data collected in the field. The results from aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. The reader is reminded that a magnetic field has a direction or vector. Residual magnetic intensity is the remnant magnetic field before the rock has cooled below the Curie point and the magnetic field has been removed (3). This magnetism can be in any direction. The residual magnetic intensity is not only the magnetism from the first cooling event but the residual magnetism can be affected but subsequent events (magmatic or hydrothermal intrusion) that will affect the magnetic minerals in that formation.

The first vertical derivative of the residual magnetic intensity emphasizes near surface features by mathematically removing the inclination and declination of the field from the data. The transformed data views the same geologic structures as the residual magnetic intensity map, but with the magnetic pole’s field induced vertical. The first vertical derivative is calculated by measuring the magnetic field simultaneously at two points vertically above each other and dividing the difference in the magnetic intensities by the distance between the two points. Figure 3 illustrates the residual magnetic intensity. The north branch of the Porcupine-Destor Fault is the dividing line between high and low magnetic intensity.

The magnetic intensity decreases to the southwest of the Fault. Correspondingly, the magnetic intensity is elevated on the claims northeast of the Fault. Interestingly, off set movement of the low magnetic intensity to the northeast is illustrated by the faults labeled 2 and 3 movements to the northeast. The low magnetic intensity located in the southeastern part of the Big Monty claims can be interpreted to be the lack of magnetic minerals which may possibly be due to an underlying felsic intrusive body. The mafic dike on claim 4255646 was expected to have a clear magnetic signature especially considering the rock sample collected from the dike was slightly magnetized and had the highest iron concentration however no geometric magnetic signature mimicking the dike was observed.

As with the residual magnetic intensity map, areas of north of the Porcupine-Destor Fault illustrate relatively higher general magnetic intensity than areas south of the Fault, and the southwestern portion of claim 4256641 is also an area of low magnetic intensity. Five near circular areas of elevated magnetic intensity are interpreted along or paralleling to the Northern Branch of the Porcupine- Destor Fault in claims 4256641, 4256642 and 4256645. These features are interpreted to be intrusions characterized by rocks with significant magnetic minerals. The relationship of the intrusions to the Fault can be interpreted as these intrusions having been injected into the Fault.

Georeferencing

MNDM requires the claims to be in spatially correct location. Georeferencing was planned as part of the field study following the MNDM guidelines. During the Field Study each claim corner was found using a GPS. Unfortunately no claims post were found at or surrounding these GPS locations. A request for extension has been filed to complete the georeferencing and re-posting of the claims.

Proposed Exploration Work – Plan of Operation

The ultimate goal of the assessment work is to identify locations of where to drill for precious metals. To achieve that goal from the available data, various assumptions must be made regarding the interpretation for the potential of mineralization. For example, if the assumption is that gold will be associated with quartz/felsic intrusions then the southwestern corner of claim 4256640 represents a reasonable target area. If it is further assumed that mineralization is associated with fault structures, then the northeast trending Faults 3 and 4 should be focus areas for potential exploration locations.

 

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However, if the mineralization is associated with massive sulfide intrusions then the five elevated magnetic areas associated with the Fault are potential targets. Massive sulfides are usually associated with pyrite which is only slightly magnetic. The mineralization may be associated with pyrhhotite and magnetite which are common in sulfide intrusives. It should be noted that two of the elevated magnetic intensity areas are located at junction points between the Branch of the Porcupine-Destor Fault and the northeastern trending faults. The junction locations are ideal for intrusives and are recommended drilling locations.

Consequently, the proposed field work will be a phased exploration program to properly evaluate the potential of the Big Monty Claims.We must conduct exploration to determine what minerals exist on our property and whether they can be economically extracted and profitably processed. We plan to proceed with exploration of the Big Monty Claims by drilling the quartz/felsic intrusion as well as testing further the five elevated magnetic areas associated with the fault in order to begin determining the potential for discovering commercially exploitable deposits of gold on our claim.

We have not discovered any ores or reserves on the Big Monty Claims. Our planned work is exploratory in nature.

The goal of phase 1 is to utilize the current data base for the project, (an airborne mag survey and a brief geologic review done in 2013) to develop possible drill targets seeking precious and base metals on the 7 claims comprising the Monty Project.

The existing knowledge of geology and structure is insufficient to spot drill targets at this time. Only 9 rock samples were taken and none found more than trace values in precious or base metals. A problem was lack of outcrop, limiting knowledge of the actual rock types, including structure and geology. 10 outcrops were found and the geological evaluation was minimal. The report does not indicate that rock fabric or strike and dip of features was performed.

The Porcupine-Destor fault system is believed to run generally East-West through the property with numerous North East-South West cross faults providing several possible intersecting structural features which could possibly host economic mineralization.

Phase 1 will revisit outcrops for mapping and recording attitudes and fabric. Outcrop exposure will be attempted by stripping moss and vegetation from shallowly covered areas. This same effort will assess access for drill equipment, and determine if additional geophysics, either airborne or ground, would be valuable in determining more precisely the strike and dip of the major structures.

Competitive Factors

The mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone of the founding and early stage development of the mining industry. While we generally compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are discovered on the Big Monty Claims. There is no ore body on the Big Monty Claims.

 

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Government Regulation

Exploration activities are subject to various national and provincial laws which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed there under in Ontario and Canada.

Environmental Regulation

Our exploration activities are subject to various federal, provincial and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.

Employees

Initially, we intend to use the services of subcontractors for labor exploration work on our claim. At present, we have no employees as such although our officer and director devotes a portion of their time to the affairs of the Company. Our officer and director does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.

As indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.

There are no permanent facilities, plants, buildings or equipment on our mineral claim.

Mineralization

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

Exploration

Previous exploration work has not included any attempt to drill the structure on Big Monty Claims. Records indicate that no detailed exploration has been completed on the property.

 

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Adjacent Properties

The adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets to this report.

Description of Phase One Expenses	Cost
Air travel	$	3,000
Fees for field crews for 3 weeks		24,000
Transportation		2,000
Equipment rental		6,000
Ground transportation (ATV rental)		1,500
Sampling and assaying		6,000
Trenching and possible short-hole drilling		25,000
TOTAL PHASE ONE	$	67,500

Description of Phase Two Expenses	Cost
Review, re-process and compile data	$	7,250
Preliminary field program (mapping, stripping, transportation, equipment & supplies, and preparation of work permit)		23,650
Advanced field program (mapping, stripping, cutting, drilling, assaying, reports, transportation, equipment & supplies)		274,500
Administrative costs (administration, facility rental, storage, etc.)		5,000
TOTAL PHASE TWO	$	310,400

The balance of the $1,000,000 requisite expenditure will be made dependent on the success of Phases One and Two. There are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.

We intend to complete the exploration work on the Big Monty Claims. No exact date has been determined for the commencement of exploration work on the Big Monty Claims.

Particularly since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited. If we are unable to raise the necessary funds, we would be required to suspend Gold Lake's operations and liquidate our company.

There are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.

Trends

We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future unless we place a property in production. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in ‘Risk Factors’ on page 5.

 

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Liquidity and Capital Resources

As of October 31, 2016, our total assets were $72,022 and our total liabilities were. $2,506,276

Not including the cost of completing the exploration phase of ourBig Monty, our non-elective expenses over the next twelve months, are expected to be as follows:

Expense	Ref.	Estimated Amount
Accounting and audit	(i)	$	15,500
Edgar filing fees	(ii)		6,000
Filing fees – Nevada; Securities of State	(ii)		375
Office and general expenses	(iv)		43,000
Estimated expenses for the next twelve months			64,875
Account payable as at October 31, 2016			122,955
Cash required for the next twelve months		$	187,830

(i) Accounting and audit

We will have to continue to prepare consolidated financial statements for submission with the various 10-K and 10-Q as follows:

Period	Form	Accountant		Auditor		Amount
October 31, 2016	10-Q		1,500		1,500		3,000
January 31, 2017	10-Q		1,500		1,500		3,000
April 30, 2017	10-Q		1,500		1,500		3,000
July 31, 2017	10-K		3,000		3,500		6,500
Estimated total		$	7,500	$	8,000	$	15,500

 

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(ii) Edgar filing fees

We will be required to file the annual Form 10-K estimated at $250 and the three Form 10-Qs at $250 each for a total cost of $1,000. Additional Form 8-K should cost an additional $1,000. The conversion costs to XBRL is estimated at $4,000.

(iii) Filing fees in Nevada

To maintain the Company in good standing in the State of Nevada an annual fee of approximately $375 has been paid to the Secretary of State.

(iv) Office and general

We have estimated a cost of approximately $25,000 for photocopying, printing, fax and delivery, travel, transfer agent and entertainment. Director Fees total $1,500 per month or $18,000. Total Office and General is estimated to be $43,000.

Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from investments. As of October 31, 2016, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

Market Information

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.

The number of shares subject to Rule 144 is 76,378,875Share certificates representing these shares have the appropriate legend affixed on them.

There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.

While our shares are traded on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60-day grace period if they do not make their filing during that time.

In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

· our variations in our operations results, either quarterly or annually;

· trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;

· the exploration results on the Big Monty Claims, and

· other events which we have no control over.

 

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In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

Trends

We are in the exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, as more fully described under ‘Risk Factors’.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out 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 of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of October 31, 2016 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of October 31, 2016 as a result of material weaknesses in internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, beingChristopher Vallos. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

Internal controls are mechanisms that are there to help the Company manage risks to success.

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

 

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In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of October 31, 2016, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the quarter ended October 31, 2016, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers tobe material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

· The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee,

· The Company has limited segregation of duties which is not consistent with good internal control procedures.

· The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

· There are no effective controls instituted over financial disclosure and the reporting processes.

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There were no changes in Gold Lake’s internal controls over financial reporting during the threemonths’ period ending October 31, 2016 that have materially affected, or are reasonably likely to material affect, Gold Lake’s internal control over financial reporting.

 

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings to which Gold Lakes is a party or to which the Flex Claimis subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A. RISK FACTORS

Risks Associated with our Company:

1. Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease exploration activity.

Our auditors' report on our 2016 financial statements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to commit to loan or advance capital to us, we believe that if we do not raise additional capital through the issuance of treasury shares, we will be unable to conduct exploration activity and may have to cease operations and go out of business.

2. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our prospective properties,theBig Monty Claims, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of our shareholders’ investment.

3. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activity or cease operations.

We were incorporated in 2007, have not yet conducted any exploration activities and have not generated any revenues. We have an insufficient exploration history upon which to properly evaluate the likelihood of our future success or failure. Our net loss from inception to October 31, 2016, the date of our most recent unaudited financial statements, is $26,970,329. Our ability to achieve and maintain profitability and positive cash flow in the future is dependent upon

· Our ability to locate a profitable mineral property

· Our ability to locate an economic ore reserve

· Our ability to generate revenues

· Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral property. We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

4. We have no known ore reserves. Without ore reserves we cannot generate income and if we cannot generate income we will have to cease exploration activity which will result in the loss of our shareholders’ investment.

We have no known ore reserves. Even if we find gold mineralization we cannot guarantee that any gold mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold mineralization is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will mean we cannot generate income. If we cannot generate income we will have to cease exploration activity, which will result in the loss of our shareholders’ investment.

 

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5. If we don't raise enough money for exploration, we will have to delay exploration or go out of business, which will result in the loss of our shareholders’ investment.

We estimate that, with funding committed by our management combined, we do not have sufficient cash to continue operations for twelve months’ even if we only carry out Phase I of our planned exploration activity on the Big Monty Claims. We need to raise additional capital to undertake Phase I. We may not be able to raise additional funds. If that occurs, we will have to delay exploration or cease our exploration activity and go out of businesswhich will result in the loss of our shareholders’ entire investment in our Company.

6. Because we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without an ore body, we cannot generate revenues and our shareholders will lose their investment.

Any potential development of and production from our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Because we are small and do not have much capital, we must limit our exploration activity unless and until we raise additional capital. Any decision to expand our operations on our exploration property will involve the consideration and evaluation of several significant factors including, but not limited to:

· Costs of bringing the property into production including exploration preparation of production feasibility studies, and construction of production facilities;

· Availability and cost of financing;

· Ongoing costs of production;

· Market prices for the minerals to be produced;

· Environmental compliance regulations and restraints; and

· Political climate and/or governmental regulations and controls.

Such programs will require very substantial additional funds. Because we may have to limit our exploration, we may not find an ore body, even though our property may contain mineralized material. Without an ore body, we cannot generate revenues and our shareholders will lose their entire investment in our Company.

We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of suppliesand certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we are able to raise the requisite capital. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

8. Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, the Big Monty Claims, does not have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. Previous mining exploration activities may have caused environmental damage to the Big Monty Claims. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective. If theBig Monty Claimsis found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

 

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9. No matter how much money is spent on our MineralClaim; the risk is that we might never identify a commercially viable ore reserve.

No matter how much money is spent over the years on the Big Monty Claims, we might never be able to find a commercially viable ore reserve. Over the coming years, we could spend a great deal of money on the Big Monty Claims without finding anything of value. There is a high probability the Big Monty Claimsdo not contain any reserves so any funds spent on exploration will probably be lost.

10. Even with positive results during exploration, the Mining Claims might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible. If the cost of extracting any minerals that might be found on the Big Monty Claimsis in excess of the selling price of such minerals, we would not be able to develop the Big Monty Claims. Accordingly, even if ore reserves were found on the Big Monty Claims, without sufficient tonnage we would still not be able to economically extract the minerals from the Big Monty Claimsin which case we would have to abandon the Big Monty Claimsand seek another mineral property to develop, or cease operations altogether.

Risks Associated with owning our Shares:

11. We anticipate the need to sell additional treasury shares in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in the Company being reduced accordingly.

We expect that the only way we will be able to acquire additional funds is through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

12. We have settled liabilities of the Company by entering into Convertible Debentures and Settlement Agreements which have a significant dilution effect on our shareholders.

We have entered into Convertible Debentures Agreements with our creditors which could result in the issuance of 80,287,932additional shares. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced. Further agreements could be entered into.

13. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

Forward Looking Statements

In addition to the other information contained in this Form 10-Q, it contains forward-looking statements which involve risk and uncertainties. When used in this Form 10-Q, the words “may”, “will”, “expect”, “anticipate”, “continue”, “estimate”, “project”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect our future plan of operations, business strategy, operating results and financial position. Readers are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result could differ materially from the results expressed in or implied by these forward-looking statements as a result of various factors, many of which are beyond our control. Any reader should review in detail this entire Form 10-K including financial statements, attachments and risk factors before considering an investment.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have issued 610,000 shares of common stock to officers and consultants to the Company since July 31, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

No items have been brought to the attention of management.

ITEM 5. OTHER INFORMATION

CHRISTOPHER VALLOS was appointed as sole director of the Company on September 3, 2014, and subsequently made the Chief Executive Officer, Chief Financial Officer, President, and Secretary-Treasurer of the Company on that date.

Mr. Vallos has been the Director of Finance and Marketing for NYC Marketing since 2010. NYC Marketing is a national investor relation and marketing firm that provides comprehensive customized services for publicly traded companies. Mr. Vallos responsibilities included corporate finance, budgeting, forecasting, and business analysis. Prior to joining NYC Marketing, Mr. Vallos was a product manager at Steris Corporation for 3 years.

Board of Directors

Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

Our audit committee is comprised of Christopher Vallos, our President and Chairman of the Audit Committee whom is not independent. Christopher Vallos cannot be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-B.

Apart from the Audit Committee, the Company has no other Board committees.

Since inception on January 18, 2007, our Board has conducted its business entirely by consent resolutions and has not met, as such.

 

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ITEM 6. EXHIBITS

Exhibits

The following exhibits are included as part of this report by reference:

3 Corporate Charter (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

3	(i) Articles of Incorporation (incorporated by reference from Siga’s registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
3	(ii) By-laws (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)

4	Stock Specimen (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration
10.1	Transfer Agent and Registrar Agreement (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
10.2	Corporate Acquisition Agreement between Siga, Touchstone Ventures Ltd, and Touchstone Precious Metals, Inc dated September 24, 2010 (incorporated by reference from Siga’s Form 10K for the year ended July 31, 2010)
10.3	Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone Precious Metals, Inc. regarding the Option to Purchase the Lucky Thirteen Claim from Peter Osha. (incorporated by reference from Siga’s Form 10K for the year ended July 31, 2010)
10.4	Extension Agreement dated October 14, 2010 between Peter Osha, Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga Resources Inc. (incorporated by reference from Siga’s Form 10Q for the Quarter ended October 31, 2010)

 

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10.5	Property Acquisition and Royalty Agreement dated January 16, 2011 between Siga Resources Inc. and Peter Osha (incorporated by reference from Siga’s Form 10Q for the Quarter ended January 31, 2011)
10.6	Joint Venture Agreement dated May 12, 2011 between Big Rock Resources Ltd. and Siga Resources Inc. regarding the development of the Lucky Thirteen Claim. (incorporated by reference from Siga’s Form 8K filed May 14, 2011).
10.7	Letter of Intent dated June 14, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga’s Form 8K filed June20, 2011).
10.8	Revised Acquisition Agreement dated July 7, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga’s Form 8K filed July 12, 2011).
10.9	Joint Venture Agreement dated July 22, 2011 between Bentall Fairview Resources Ltd.. and Siga Resources Inc. regarding the development of the Big Bear Claims. (incorporated by reference from Siga’s Form 8K filed July 22, 2011).
10.10	Property Acquisition and Royalty Agreement dated September 20, 2011 between Siga Resources Inc. and Laguna Finance Ltd. regarding the acquisition of the Moutauban Gold Tailing Claims located in near Quebec City, Canada (incorporated by reference from Siga’s Form 8K filed September 28, 2011) .
10.11	Equity Participation and Earn In Agreement with Flex Mining Ltd. dated August 28, 2015 between Gold Lakes Corp. and Flex Mining Ltd. regarding the acquisition of the Big Monty Claims in Northern Ontario, Canada (incorporated by reference from Gold Lakes' Form 8-K filed August 28, 2015).
10.12	Securities Purchase Agreement, Registration Rights Agreement, Convertible Note and Warrants dated March 15, 2016. (incorporated by reference from Gold Lakes’ Form 8K filed March 15, 2016).
10.13	Addendum to Equity Participation and earn-In Agreement dated August 28, 2015. (incorporated by reference from Gold Lakes’ Form 8K filed March 21, 2016).
10.14	Senior Demand Promissory Note and Note Purchase Agreement pursuant to the Securities Purchase Agreement, Registration Rights Agreement, Convertible Note and Warrants dated May 16, 2016. (incorporated by reference from Gold Lakes’ Form 8K filed May 16, 2016).
31.1*	Certification of the Principal Executive Officer pursuant to Rule 13a14( a) or Rule 15d14( a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002.
31.2*	Certification of the Principal Financial Officer pursuant to Rule 13a14( a) or Rule 15d14( a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002.
32.1*	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.
32.2*	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002.
101*	Interactive Data Files.

 

*Filed herewith.

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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.

	GOLD LAKES CORP.
	(Registrant)
Date: December 20, 2016	By:	/s/ Christopher Vallos
		Christopher Vallos
		Chief Executive Officer Chief Financial Officer, President and Director

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