10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended

September 30, 2016

o

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _____________to______________

Commission File Number: 333-150582

BLOX, INC.

 (Exact name of registrant as specified in its charter)

Nevada

20-8530914

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation of organization)

Suite 1500, 701 West Georgia Street, Vancouver, BC  Canada

V7Y 1C6

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code:

(604) 696-4236

(Former name, former address and former fiscal year,

 if changed since last report

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Small reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes   x No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 108,611,814 shares of common stock as of November 14, 2016.

BLOX, INC.

Quarterly Report on Form 10-Q
For The Quarterly Period Ended
September 30, 2016

INDEX

2

PART I

As used in this quarterly report on Form 10-Q, the terms “we”, “us” “our”, the “Company” or the “registrant” refer to Blox Inc., a Nevada corporation, and its wholly-owned subsidiaries.

Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

Forward-Looking Statements

This quarterly report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, including the securities laws of the United States, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

*

our current lack of working capital;

*

our ability to obtain any necessary financing on acceptable terms;

*

timing and amount of funds needed for capital expenditures;

*

timely receipt of regulatory approvals;

*

our management team’s ability to implement our business plan;

*

effects of government regulation;

*

general economic and financial market conditions;

*

our ability to complete the required feasibility study for permitting of the Mansounia concession in Guinea;

*

our ability to develop our green mining business in Africa; and

*

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

The following unaudited interim financial statements of Blox, Inc. are included in this quarterly report on Form 10-Q.

3

Blox, Inc.

Condensed Interim Consolidated Balance Sheets

(Unaudited – Expressed in U.S. Dollars)

			September 30, 2016 (unaudited)		March 31, 2016 (audited)
ASSETS
Current Assets
	Cash and cash equivalents	$	9,423	$	8,944
	Prepaid expenses		13,174		9,341
Total Current Assets			22,597		18,285
Equipment (Note 5)			74,683		75,234
Mineral Property Interest (Note 6)			931,722		931,722
Total Assets		$	1,029,002	$	1,025,241
LIABILITIES
Current Liabilities
	Accounts payable and accrued liabilities (Note 10)	$	42,401	$	55,883
	Royalty payments payable (Note 8)		56,106		56,739
	Loans payable (Note 7)		597,547		363,283
Total Liabilities			696,054		475,905
STOCKHOLDERS' EQUITY (Note 9)
Common Stock – 400,000,000 authorized
– 108,611,814 issued (March 31, 2016 – 108,611,814)			967		967
Additional Paid-in Capital			5,957,211		5,957,211
Contributed Surplus			3,500,756		3,500,756
Accumulated Other Comprehensive Income			15,491		15,491
Deficit			(9,141,477)		(8,925,089)
Total Stockholders' Equity			332,948		549,336
Total Liabilities and Stockholders' Equity		$	1,029,002	$	1,025,241

See accompanying notes to the condensed interim consolidated financial statements.

4

Blox, Inc.

Condensed Interim Consolidated Statements of Comprehensive Loss

(Unaudited - Expressed in U.S. Dollars)

	Three Months Ended		Six Months Ended
	September 30, 2016	September 30, 2015	September 30, 2016	September 30, 2015
Operating Expenses
Administration and office	$           10,500	$           14,327	$             22,574	$           37,900
Consulting and professional fees (Note 10)	90,996	82,033	182,268	147,950
Depreciation (Note 5)	275	393	551	787
Exploration (Note 6)	1,486	3,568	7,511	3,568
Foreign exchange	(3,183)	(5,744)	(4,816)	4,804
Interest	-	850	-	1,419
Share-based compensation	-	542,146	-	597,913
Travel	1,897	-	8,300	-
Total Operating Expenses	101,971	637,573	216,388	794,341
Net Loss and Comprehensive Loss for the period	$       (101,971)	$      (637,573)	$        (216,388)	$         (794,341)
Net Loss Per Common Share	$             (0.00)	$            (0.01)	$              (0.00)	$               (0.01)
Weighted Average Number of Shares Outstanding – Basic and diluted	108,611,814	108,611,814	108,611,814	108,611,814

See accompanying notes to the condensed interim consolidated financial statements.

5

Blox, Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited – Expressed in U.S. Dollars)

			Six Months Ended
			September 30, 2016		September 30, 2015
OPERATING ACTIVITIES
Net loss for the period		$	(216,388)	$	(794,341)
Non-cash adjustments:
	Depreciation (Note 5)		551		787
	Share-based compensation		-		597,913
	Shares issued for services		-		35,859
Changes in non-cash working capital:
	Prepaid expenses		(3,833)		2,910
	Accounts payable and royalty payments payable		(14,115)		25,906
			(233,785)		(130,966)
FINANCING ACTIVITIES
Proceeds from loans payable (Note 7)			234,264		134,474
Increase in Cash and Cash Equivalents			479		3,508
Cash and Cash Equivalents, Beginning of Period			8,944		20,259
Cash and Cash Equivalents, End of Period		$	9,423	$	23,767

See accompanying notes to the condensed interim consolidated financial statements.

6

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Six Months Ended September 30, 2016 and 2015

(Unaudited – Expressed in U.S. Dollars)

1.

Description of Business

Blox, Inc. (the "Company") was incorporated on July 21, 2005 under the laws of the state of Nevada. The address of the Company is #1500, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1C6, Canada. The Company is primarily engaged in developing mineral exploration projects in Africa.

On February 27, 2014, the Company completed a business combination with International Eco Endeavors Corp. (“Eco Endeavors”) which has now been renamed “Blox Energy Inc.”  During the year ended March 31, 2015, the Company discontinued operations in Europe and disposed of Blox Energy Inc.’s subsidiary, Kenderesh Endeavors Corp.

2.

Basis of Presentation

(a)

Statement of Compliance

These condensed interim consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") and are expressed in U.S. dollars. The Company's fiscal year-end is March 31.

(b)

Basis of Presentation

The condensed interim consolidated financial statements of the Company comprise the Company and its subsidiaries. These consolidated financial statements are prepared on the historical cost basis except for financial instruments that have been measured at fair value.  These consolidated financial statements have also been prepared using the accrual basis of accounting, except for cash flow information.  In the opinion of management, all adjustments (including normal recurring ones), considered necessary for fair value have been included in these financial statements. All intercompany balances and transactions have been eliminated upon consolidation. The interim results are not necessarily indicative of results for the full year ending March 31, 2017, or future operating periods. For further information, see the Company’s annual consolidated financial statements for the year ended March 31, 2016, including the accounting policies and notes thereto.

(c)

Going Concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a net loss of $216,388 for the six months ended September 30, 2016, and has incurred cumulative losses since inception of $9,141,477. These factors raise substantial doubt about the ability of the Company to continue as going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt and/or equity financing to continue operations. These condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company has undertaken steps as part of a plan to sustain operations for the next fiscal year including plans to raise additional equity financing, controlling costs and reducing operating losses. Waratah Investments Limited, the Company’s controlling shareholder agreed to provide a bridge loan to finance the required working capital (Note 7).

7

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Six Months Ended September 30, 2016 and 2015

(Unaudited – Expressed in U.S. Dollars)

3.

Accounting Pronouncements

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

4.

Fair Value of Financial Instruments

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 – quoted prices in active markets include cash and cash equivalents.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

	Level 1	Level 2	Level 3	Total September 30, 2016
Cash and cash equivalents	$        9,423	$       -	$        -	$                 9,423

	Level 1	Level 2	Level 3	Total March 31, 2016
Cash and cash equivalents	$        8,944	$       -	$        -	$                8,944

8

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Six Months Ended September 30, 2016 and 2015

(Unaudited – Expressed in U.S. Dollars)

5.

Equipment

		Office Equipment		Machinery		Total
Cost
Balance at March 31, 2016	$	8,760	$	232,620	$	241,380
Additions (disposals)		-		-		-
Balance at September 30, 2016		8,760		232,620		241,380
Accumulated Depreciation
Balance at March 31, 2016		5,086		161,060		166,146
Depreciation for the period		551		-		551
Balance at September 30, 2016		5,637		161,060		166,697
Carrying amounts
As at September 30, 2016	$	3,123	$	71,560	$	74,683
Carrying amounts
As at March 31, 2016	$	3,674	$	71,560	$	75,234

Machinery in the amount of $71,560 has not been placed into production and is not currently being depreciated.

6.

Mineral Property Interest

The Company has entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") among Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which the Company has agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Property") from the Vendors. The Company also announced that it has exercised that right and has acquired a 78% beneficial interest in the Property.

The Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence, the Company obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the Company's intention to obtain an exploitation permit to allow the Company the right to mine and dispose of minerals for 15 years, with a possible 5-year extension. The Company has commenced work on the feasibility study required for obtaining this permit.

9

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Six Months Ended September 30, 2016 and 2015

(Unaudited – Expressed in U.S. Dollars)

6.

Mineral Property Interest (continued)

In consideration for the acquisition of the interest in the Property, the Company has paid in cash $100,000 to BGL and $40,000 to EML and issued BGL and EML an aggregate of 6,514,350 shares of common stock of the Company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $140,000, and $10,000 for an independent valuation of the property. Additionally, $781,722 was capitalized to mineral property interests, being the fair value of the first tranche of shares. The fair value of the first tranche shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014.

Within 14 days of commercial gold production being publicly declared from ore mined from the property, the Company will issue BGL and EML a second tranche of shares of common stock of the Company (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of the Company's common stock over a 20-day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

Since the 2016 fiscal year, the Company has been working towards on finalizing Mansounia prolongation application and moving into pre-feasibility study phase. On May 6, 2016, the Company arranged the annual claim fee for $5,800 to maintain the property in a good standing. During the six months ended September 30, 2016, the Company spent $7,511 (September 30, 2015 – $3,568) on the Property.

	Mansounia Property, West Africa
Acquisition of mineral property interest
Cash payment	$	150,000
Issuance of 6,514,350 common shares	781,722
Balance, September 30, 2016 and March 31, 2016	$	931,722

7.

Loans Payable

On April 29, 2016, the Company entered into an amended bridge loan agreement with Waratah Investments Limited (“Waratah”), pursuant to which Waratah agreed to provide a loan of up to $461,219 (Cdn$600,000) to the Company to be used for general working capital until the completion of a financing of $1,153,048 (Cdn$1,500,000) by the Company. The original bridge loan agreement was to provide a loan of $115,305 (Cdn$150,000) to the Company.

As at September 30, 2016, the Company was indebted to Waratah, a controlling shareholder of the Company, in the amount of $597,547 (March 31, 2016 - $363,283). The loans are unsecured, non-interest bearing and have no fixed repayment terms.

8.

Royalty Payments Payable

Pursuant to a royalty payment agreement on a discontinued operation, as at September 30, 2016, the Company is indebted to Waratah in the amount of $56,106 (Cdn$73,591) (March 31, 2016 – $56,739). The debt is unsecured, non-interest bearing with no fixed repayment terms.

10

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Six Months Ended September 30, 2016 and 2015

(Unaudited – Expressed in U.S. Dollars)

9.

Share Capital

(a)

Warrants

The Company had 88,000,000 outstanding warrants as at September 30, 2016 and March 31, 2016, exercisable at a price of $0.05 until February 27, 2019 (2.4 years).

(b)

Stock Options

The following table summarizes historical information about the Company’s incentive stock options:

	Number of Options	Weighted Average Exercise Price
March 31, 2015	6,000,000	$0.13
Granted	4,000,000	$0.01
Forfeited	(5,350,000)	$0.13
September 30, 2016 and March 31, 2016	4,650,000	$0.03

At September 30, 2016, the following stock options were outstanding and exercisable:

Exercise Price	Expiry Date	Options Outstanding	Weighted Average Remaining Life in Years	Options Exercisable
$0.01	21-Jul-20	4,000,000	3.8	4,000,000
$0.15	07-Aug-19	650,000	2.9	650,000
		4,650,000	3.7	4,650,000

10.

Related Party Transactions

The Company’s related parties include its controlling shareholder, directors and key management personnel. Transactions with related parties for goods and services are based on exchange amounts as agreed to by the related parties.

The Company incurred the following expenses with related parties during the three and six months ended September 30, 2016 and 2015:

	Three Months Ended		Six Months Ended
	September 30, 2016	September 30, 2015	September 30, 2016	September 30, 2015
Compensation – Directors	$          57,720	$       11,108	$      104,803	$         11,108
Compensation – Officers	18,966	14,393	35,714	14,393
Share-based compensation	-	593,263	-	593,263

11

Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Six Months Ended September 30, 2016 and 2015

(Unaudited – Expressed in U.S. Dollars)

10.

Related Party Transactions (continued)

During the six months ended September 30, 2016, $4,369 (September 30, 2015 - $Nil) was paid for bookkeeping services to a company owned by an officer of the Company.

As at September 30, 2016, the Company had amounts payable of $18,006 (March 31, 2016 - $5,922) to the related parties. As at September 30, 2016, the Company was indebted to a controlling shareholder in the amount of $597,547 (March 31, 2016 - $363,283). This loan payable is unsecured, non-interest bearing and has no fixed repayment terms (Note 7). As of September 30, 2016, $56,106 (March 31, 2016 - $56,739) is owed to this controlling shareholder for royalty payments (Note 8).

11.

Commitments

On June 22, 2013, the Company entered into a share purchase agreement with Waratah Investments Limited (“Waratah”) where the Company shall purchase all of Waratah’s right, title, and interest in the Quivira Gold (“Quivira”) shares, of which Waratah holds 100% of the outstanding shares. As consideration for the Quivira shares, the Company will issue to Waratah 60,000,000 shares of common stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of five years from the closing date. Quivira, a subsidiary of Waratah Investments, owns and operates gold and diamond mining properties in Ghana.

The closing of the agreement is subject to the completion of due diligence and the completion of a private placement.  The Agreements provide that closing is subject to completion of a private placement financing of up to US$1,500,000, consisting of units priced at $0.05 per unit, with each unit comprises a share in the common stock of the Company and a share purchase warrant, exercisable at $0.05 for five years.  As of the issuance date of these interim consolidated financial statements, the due diligence and financing has not yet been completed.

12.

Geographical Area Information

		Canada		Africa		Total
September 30, 2016:
Current assets	$	22,597	$	-	$	22,597
Equipment		3,123		71,560		74,683
Mineral property interest		-		931,722		931,722
Total assets	$	25,720	$	1,003,282	$	1,029,002
Total liabilities	$	696,054	$	-	$	696,054
March 31, 2016:
Current assets	$	18,285	$	-	$	18,285
Equipment		3,674		71,560		75,234
Mineral property interest		-		931,722		931,722
Total assets	$	21,959	$	1,003,282	$	1,025,241
Total liabilities	$	475,905	$	-	$	475,905

12

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q.

Overview

We were incorporated in the State of Nevada on July 21, 2005, under the name “Nava Resources, Inc.” for the purpose of conducting mineral exploration activities. We were authorized to issue 400,000,000 shares of common stock, having a par value of $0.001 per share.  On January 4, 2007, we obtained written consent from our shareholders to amend our Articles of Incorporation to change the par value of our common stock from $0.001 to $0.00001 per share, which change was effected on February 28, 2007.  Effective July 30, 2013, we changed our name from “Nava Resources, Inc.” to “Blox Inc.”.

On February 27, 2014, we consummated an Amalgamation Agreement (the “Amalgamation Agreement”) with our wholly-owned subsidiary, Ourco Capital Ltd., (“Ourco”), International Eco Endeavors Corp. (“Eco Endeavors”), which was incorporated on April 28, 2011 under the laws of the Province of British Columbia, Kenderesh Endeavors Corp. (“Kenderesh”), and Kenderes Biogaz Termelo Korlatolt Fele Lossegu Tarsasag (“Kenderes Biogaz”), pursuant to which Ourco and Eco Endeavors amalgamated to form Blox Energy Inc. (“Blox Energy”), pursuant to the provisions of the Business Corporations Act (British Columbia).  Blox Energy is a private company incorporated pursuant to the Business Corporations Act (British Columbia) and is engaged in the development of renewable energy projects and intends to expand into the provision of renewable energy services.  Kenderes Biogaz was a wholly-owned subsidiary of Kenderesh which, in turn, was a wholly-owned subsidiary of Eco Endeavors. Kenderes Biogaz owned and operated a biogas plant located near Budapest, Hungary.

Due to uneconomic conditions brought on by political and economic forces in Hungary we deemed it necessary and in the best interest of our company to cease operations at our Kenderes Biogas Plant in Hungary, which has been moved to Africa where we will look to provide energy to mining projects.  We completed the sale of our wholly-owned Hungarian subsidiary and any assets that we deemed to be uneconomical to move were sold off.  

On August 6, 2014, we announced that we entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") with Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which we agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Mansounia Property") from the Vendors. We also announced that we had exercised that right and has acquired a 78% beneficial interest in the Mansounia Property.

The Mansounia Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Mansounia Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Mansounia Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of our due diligence, we obtained a legal opinion which confirmed that the license remains in good standing. It is our intention to obtain an exploitation permit, which would give us the exclusive right to mine and dispose of minerals for 15 years, with a possible 5 year extension. We have commenced work on the feasibility study required for obtaining this permit.

In consideration for the acquisition of the interest in the Mansounia Property, we paid $107,143to BGL and $42,857to EML and on July 31, 2014, issued BGL and EML an aggregate of 6,514,350 shares of common stock of our company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, we recorded the cash payment of $150,000 plus $781,722 as the fair value of the First Tranche Shares in mineral interest. The fair value of the First Tranche Shares was based on the closing price of our shares on the OTCQB on July 24, 2014.

13

Within 14 days of commercial gold production being publicly declared from ore mined from the Mansounia Property, we will issue BGL and EML a second tranche of shares of our common stock (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of our common stock over a 20 day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. We have incurred a net loss of $216,388 for the six months ended September 30, 2016, and have incurred cumulative losses since inception of $9,141,477. These factors raise substantial doubt about the ability of the Company to continue as going concern. Our ability to continue as a going concern is dependent on our ability to continue obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations.

We will need to raise additional funds to finance continuing operations. However, there are no assurances that we will be successful in raising additional funds. Without sufficient additional financing, it would be unlikely for us to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in this annual report and eventually secure other sources of financing and attain profitable operations.

Results of Operations

Three and Six Months Ended September 30, 2016 and 2015

The following summary of our results of operations should be read in conjunction with our unaudited consolidated interim financial statements for the three and six months ended September 30, 2016 and 2015, which are included herein.

Expenses

The expenses were as follows:

	Three Months Ended		Six Month Ended
	September 30, 2016	September 30, 2015	September 30, 2016	September 30, 2015
Administration and office	10,500	14,327	22,574	37,900
Consulting and professional fees	90,996	82,033	182,268	147,950
Depreciation	275	393	551	787
Foreign exchange	(3,183)	(5,744)	(4,816)	4,804
Interest	-	850	-	1,419
Travel expense	1,897	-	8,300	-
Exploration expenses	1,486	3,568	7,511	3,568
Share-based compensation	-	542,146	-	597,913
Net Loss	$      101,971	$      637,573	$  216,388	$  794,341

We incurred a net loss of $101,971 and $216,388 ($0.00 per share) for the three and six month ended September 30, 2016, compared to $637,573 and $794,341 ($0.01 loss per share), in the same periods in 2015. In the quarter ended September 30, 2015, $542,146 of non-cash stock based compensation expenses were incurred and there was increased activity as a result of management’s activities in Mansounia.

14

The increase in consulting and professional fees of $90,996 and $182,268during the three and six months ended September 30, 2016, respectively, compared to $82,033 and $147,950during the same quarters in 2015 relates to additional consultants retained.  Total office and administration expense incurred was $10,500 and $22,574during the three and six months ended September 30, 2016, respectively, compared to $14,327 and $37,900 duringthe same periods in 2015 due primarily to the outsourcing of administrative support.

Stock based compensation expensed was $Nil for the three and six months ended September 30, 2016, compared to $542,146 and $597,913 for the three and six months ended September 30, 2015. During the period ended September 30, 2015, we granted a stock option to one director and options granted to previous directors and officers were forfeited during the three months ended September 30, 2015.   

Management anticipates operating expenses will materially increase in future periods as we focus on green mineral development and incur increased costs as a result of being a public company with a class of securities registered under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

Working Capital

Continuing Operations	September 30, 2016	March 31, 2016
Current Assets	$       22,597	$       18,285
Current Liabilities	696,054	475,905
Working Capital (Deficit)	$  (673,457)	$  (457,620)

Current Assets

The nominal increase in current assets as of September 30, 2016 compared to March 31, 2016 was primarily due to an increase in cash from $8,944 to $9,423, and an increase in prepaid expenses from $9,341 to $13,174.  

Current Liabilities  

Current liabilities as at September 30, 2016 increased by $220,149 since March 31, 2016, primarily due to a shareholder financing the working capital for the first two quarters for $234,264.

Cash Flow

Our cash flow was as follows:

	Six Months Ended September 30
	2016	2015
Net cash used in operating activities	$   (233,785)	$   (130,966)
Net cash used in investing activities	-	-
Net cash provided by financing activities	234,264	134,474
Increase (decrease) in cash and cash equivalents	$         479	$         3,508

Operating activities

The increase in net cash used in operating activities for the three and six months ended September 30, 2016, compared to the same periods in 2015 was primarily as a result of increased activities during fiscal 2016 and share based compensation and share issued for services accounted for during the six months ended September 30, 2015.

Investing activities

There is no cash used in investing activities for the six months ended September 30, 2016 or September 30, 2015.  

15

Financing activities

The increased net cash provided by financing activities for the six months ended September 30, 2016, compared to the same period in 2015 was mainly attributable to the proceeds from a loan provided by a shareholder.

Critical Accounting Policies

There have been no significant changes to the critical accounting policies as described in our Annual Form 10-K for the year ended March 31, 2016.

Cash Requirements

Our current cash position is not sufficient to meet our present and near-term cash needs.  We will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements.  For the next 12 months we estimate that our capital needs will be $250,000 to $500,000 and we currently have approximately $630 in cash. We will seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Contractual Obligations

Not applicable.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

16

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We are not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

Item 1A.

Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

We did not issue any securities during the quarter ended September 30, 2016.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

None

Item 6. Exhibits

Number	Exhibit Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 **	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

BLOX INC.

By:	/s/ Robert Spiers
Name:	Robert Spiers
Title:	Chief Executive Officer
Date:	November 14, 2016

18

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER  PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Spiers, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Blox, Inc.;  

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and  

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By: /s/ Robert Spiers

-----------------------------------

Name: Robert Spiers

Title: Chief Executive Officer

Date:  November 14, 2016

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER  PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nancy Zhao, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Blox, Inc.;  

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entitles, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and  

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By: /s/ Nancy Zhao

------------------------------------

Name: Nancy Zhao

Title: Chief Financial Officer

Date:  November 14, 2016

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blox, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Spiers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1.

this report fully complies with the requirements of Sections 13(a) or 15(d) of the 1934 Act, and

2.

the information contained in this report fairly presents, in all material respects, the registrant's financial condition and results of operations of the registrant.  

By: /s/ Robert Spiers

-----------------------------------

Name: Robert Spiers

Title: Chief Executive Officer

Date:  November 14, 2016

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blox Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nancy Zhao, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1.

this report fully complies with the requirements of Sections 13(a) or  15(d) of the 1934 Act, and

2.

the information contained in this report fairly presents, in all material respects, the registrant's financial condition and results of  operations of the registrant.  

By: /s/ Nancy Zhao

------------------------------------

Name: Nancy Zhao

Title: Chief Financial Officer

Date:  November 14, 2016

XML

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2016	Nov. 14, 2016
Document And Entity Information
Entity Registrant Name	Blox, Inc.
Entity Central Index Key	0001428389
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		108,611,814
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Current Assets
Cash and cash equivalents	$ 9,423	$ 8,944
Prepaid expenses	13,174	9,341
Total Current Assets	22,597	18,285
Equipment	74,683	75,234
Mineral Property Interest	931,722	931,722
Total Assets	1,029,002	1,025,241
Current Liabilities
Accounts payable	42,401	55,883
Royalty payments payable	56,106	56,739
Loans payable	597,547	363,283
Total current liabilities	696,054	475,905
Total Liabilities	696,054	475,905
STOCKHOLDERS' EQUITY
Common Stock - 400,000,000 authorized - 108,611,814 issued (March 31, 2016 - 108,611,814)	967	967
Additional paid-in capital	5,957,211	5,957,211
Contributed Surplus	3,500,756	3,500,756
Accumulated Other Comprehensive Income	15,491	15,491
Deficit	(9,141,477)	(8,925,089)
Total Stockholders' Equity	332,948	549,336
Total Liabilities and Stockholders' Equity	$ 1,029,002	$ 1,025,241

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares	Sep. 30, 2016	Mar. 31, 2016
Statement of Financial Position [Abstract]
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, shares issued	108,611,814	108,611,814
Common Stock, shares outstanding	108,611,814	108,611,814

XML

Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating Expenses
Administration and office	$ 10,500	$ 14,327	$ 22,574	$ 37,900
Consulting and professional fees	90,996	82,033	182,268	147,950
Depreciation	275	393	551	787
Exploration	1,486	3,568	7,511	3,568
Foreign exchange	(3,183)	(5,744)	(4,816)	4,804
Interest		850		1,419
Stock-based compensation		542,146		597,913
Travel	1,897		8,300
Total Operating Expenses	101,971	637,573	216,388	794,341
Net Loss and Comprehensive Loss for the period	$ (101,971)	$ (637,573)	$ (216,388)	$ (794,341)
Net Loss Per Common Share	$ (0.00)	$ (0.01)	$ (0.00)	$ (0.01)
Weighted Average Number of Shares Outstanding - Basic and diluted	108,611,814	108,611,814	108,611,814	108,611,814

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES
Net loss for the period	$ (216,388)	$ (794,341)
Non-cash items:
Depreciation	551	787
Share-based compensation		597,913
Shares issued for services		35,859
Changes in non-cash working capital:
Prepaid expenses	(3,833)	2,910
Accounts payable and royalty payments payable	(14,115)	25,906
Cash used in operating activities	(233,785)	(130,966)
FINANCING ACTIVITIES
Proceeds from loans payable	234,264	134,474
Cash used in financing activities	234,264	134,474
Increase (Decrease) in Cash and Cash Equivalents	479	3,508
Cash and Cash Equivalents, Beginning of Period	8,944	20,259
Cash and Cash Equivalents, End of Period	$ 9,423	$ 23,767

XML

Description of Business

6 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1. Description of Business

Blox, Inc. (the "Company") was incorporated on July 21, 2005 under the laws of the state of Nevada. The address of the Company is #1500, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1C6, Canada. The Company is primarily engaged in developing mineral exploration projects in Africa.

On February 27, 2014, the Company completed a business combination with International Eco Endeavors Corp. (“Eco Endeavors”) which has now been renamed “Blox Energy Inc.”  During the year ended March 31, 2015, the Company discontinued operations in Europe and disposed of Blox Energy Inc.’s subsidiary, Kenderesh Endeavors Corp.

XML

Basis of Presentation

6 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation

2. Basis of Presentation

(a) Statement of Compliance

These condensed interim consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") and are expressed in U.S. dollars. The Company's fiscal year-end is March 31.

(b) Basis of Presentation

The condensed interim consolidated financial statements of the Company comprise the Company and its subsidiaries. These consolidated financial statements are prepared on the historical cost basis except for financial instruments that have been measured at fair value.  These consolidated financial statements have also been prepared using the accrual basis of accounting, except for cash flow information.  In the opinion of management, all adjustments (including normal recurring ones), considered necessary for fair value have been included in these financial statements. All intercompany balances and transactions have been eliminated upon consolidation. The interim results are not necessarily indicative of results for the full year ending March 31, 2017, or future operating periods. For further information, see the Company’s annual consolidated financial statements for the year ended March 31, 2016, including the accounting policies and notes thereto.

(c) Going Concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a net loss of $216,388 for the six months ended September 30, 2016, and has incurred cumulative losses since inception of $9,141,477. These factors raise substantial doubt about the ability of the Company to continue as going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt and/or equity financing to continue operations. These condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company has undertaken steps as part of a plan to sustain operations for the next fiscal year including plans to raise additional equity financing, controlling costs and reducing operating losses. Waratah Investments Limited, the Company’s controlling shareholder agreed to provide a bridge loan to finance the required working capital (Note 7).

XML

Accounting Pronouncements

6 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Accounting Pronouncements

3. Accounting Pronouncements

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

XML

Fair Value of Financial Instruments

6 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

4. Fair Value of Financial Instruments

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 – quoted prices in active markets include cash and cash equivalents.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total September 30, 2016
Cash and cash equivalents	$	9,423	$	—	$	—	$	9,423

	Level 1		Level 2		Level 3		Total March 31, 2016
Cash and cash equivalents	$	8,944	$	—	$	—	$	8,944

XML

Equipment

6 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Equipment

5. Equipment

	Office Equipment		Machinery		Total
Cost
Balance at March 31, 2016	$	8,760	$	232,620	$	241,380
Additions (disposals)		—		—		—
Balance at September 30, 2016		8,760		232,620		241,380
Accumulated Depreciation
Balance at March 31, 2016		5,086		161,060		166,146
Depreciation for the period		551		—		551
Balance at September 30, 2016		5,637		161,060		166,697
Carrying amounts
As at September 30, 2016	$	3,123	$	71,560	$	74,683
Carrying amounts
As at March 31, 2016	$	3,674	$	71,560	$	75,234

Machinery in the amount of $71,560 has not been placed into production and is not currently being depreciated.

XML

Mineral Property Interest

6 Months Ended

Sep. 30, 2016

Extractive Industries [Abstract]

Mineral Property Interest

6. Mineral Property Interest

The Company has entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") among Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which the Company has agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Property") from the Vendors. The Company also announced that it has exercised that right and has acquired a 78% beneficial interest in the Property.

The Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence, the Company obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the Company's intention to obtain an exploitation permit to allow the Company the right to mine and dispose of minerals for 15 years, with a possible 5-year extension. The Company has commenced work on the feasibility study required for obtaining this permit.

In consideration for the acquisition of the interest in the Property, the Company has paid in cash $100,000 to BGL and $40,000 to EML and issued BGL and EML an aggregate of 6,514,350 shares of common stock of the Company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $140,000, and $10,000 for an independent valuation of the property. Additionally, $781,722 was capitalized to mineral property interests, being the fair value of the first tranche of shares. The fair value of the first tranche shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014.

Within 14 days of commercial gold production being publicly declared from ore mined from the property, the Company will issue BGL and EML a second tranche of shares of common stock of the Company (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of the Company's common stock over a 20-day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

Since the 2016 fiscal year, the Company has been working towards on finalizing Mansounia prolongation application and moving into pre-feasibility study phase. On May 6, 2016, the Company arranged the annual claim fee for $5,800 to maintain the property in a good standing. During the six months ended September 30, 2016, the Company spent $7,511 (September 30, 2015 – $3,568) on the Property.

		Mansounia Property, West Africa
Acquisition of mineral property interest
Cash payment	$	150,000
Issuance of 6,514,350 common shares		781,722
Balance, September 30, 2016 and March 31, 2016	$	931,722

XML

Loans Payable

6 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Loans Payable

7. Loans Payable

On April 29, 2016, the Company entered into an amended bridge loan agreement with Waratah Investments Limited (“Waratah”), pursuant to which Waratah agreed to provide a loan of up to $461,219 (Cdn$600,000) to the Company to be used for general working capital until the completion of a financing of $1,153,048 (Cdn$1,500,000) by the Company. The original bridge loan agreement was to provide a loan of $115,305 (Cdn$150,000) to the Company.

As at September 30, 2016, the Company was indebted to Waratah, a controlling shareholder of the Company, in the amount of $597,547 (March 31, 2016 - $363,283). The loans are unsecured, non-interest bearing and have no fixed repayment terms.

XML

Royalty Payments Payable

6 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Royalty Payments Payable

8. Royalty Payments Payable

Pursuant to a royalty payment agreement on a discontinued operation, as at September 30, 2016, the Company is indebted to Waratah in the amount of $56,106 (Cdn$73,591) (March 31, 2016 – $56,739). The debt is unsecured, non-interest bearing with no fixed repayment terms.

XML

Share Capital

6 Months Ended

Sep. 30, 2016

Equity [Abstract]

Share Capital

9. Share Capital

(a) Warrants

The Company had 88,000,000 outstanding warrants as at September 30, 2016 and March 31, 2016, exercisable at a price of $0.05 until February 27, 2019 (2.4 years).

(b) Stock Options

The following table summarizes historical information about the Company’s incentive stock options:

	Number of Options			Weighted Average Exercise Price
March 31, 2015		6,000,000		$	0.13
Granted		4,000,000		$	0.01
Forfeited		(5,350,000	)	$	0.13
September 30, 2016 and March 31, 2016		4,650,000		$	0.03

At September 30, 2016, the following stock options were outstanding and exercisable:

Exercise Price		Expiry Date	Options Outstanding		Weighted Average Remaining Life in Years		Options Exercisable
$	0.01	21-Jul-20		4,000,000		3.8		4,000,000
$	0.15	07-Aug-19		650,000		2.9		650,000
				4,650,000		3.7		4,650,000

XML

Related Party Transactions

6 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

10. Related Party Transactions

The Company’s related parties include its controlling shareholder, directors and key management personnel. Transactions with related parties for goods and services are based on exchange amounts as agreed to by the related parties.

The Company incurred the following expenses with related parties during the three and six months ended September 30, 2016 and 2015:

	Three Months Ended				Six Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Compensation – Directors	$	57,720	$	11,108	$	104,803	$	11,108
Compensation – Officers		18,966		14,393		35,714		14,393
Share-based compensation		—		593,263		—		593,263

During the six months ended September 30, 2016, $4,369 (September 30, 2015 - $Nil) was paid for bookkeeping services to a company owned by an officer of the Company.

As at September 30, 2016, the Company had amounts payable of $18,006 (March 31, 2016 - $5,922) to the related parties. As at September 30, 2016, the Company was indebted to a controlling shareholder in the amount of $597,547 (March 31, 2016 - $363,283). This loan payable is unsecured, non-interest bearing and has no fixed repayment terms (Note 7). As of September 30, 2016, $56,106 (March 31, 2016 - $56,739) is owed to this controlling shareholder for royalty payments (Note 8).

XML

Commitments

6 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments

11. Commitments

On June 22, 2013, the Company entered into a share purchase agreement with Waratah Investments Limited (“Waratah”) where the Company shall purchase all of Waratah’s right, title, and interest in the Quivira Gold (“Quivira”) shares, of which Waratah holds 100% of the outstanding shares. As consideration for the Quivira shares, the Company will issue to Waratah 60,000,000 shares of common stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of five years from the closing date. Quivira, a subsidiary of Waratah Investments, owns and operates gold and diamond mining properties in Ghana.

The closing of the agreement is subject to the completion of due diligence and the completion of a private placement.  The Agreements provide that closing is subject to completion of a private placement financing of up to US$1,500,000, consisting of units priced at $0.05 per unit, with each unit comprises a share in the common stock of the Company and a share purchase warrant, exercisable at $0.05 for five years.  As of the issuance date of these interim consolidated financial statements, the due diligence and financing has not yet been completed.

XML

Geographical Area Information

6 Months Ended

Sep. 30, 2016

Geographical Area Information

Geographical Area Information

12. Geographical Area Information

	Canada		Africa		Total
September 30, 2016:
Current assets	$	22,597	$	—	$	22,597
Equipment		3,123		71,560		74,683
Mineral property interest		—		931,722		931,722
Total assets	$	25,720	$	1,003,282	$	1,029,002
Total liabilities	$	696,054	$	—	$	696,054
March 31, 2016:
Current assets	$	18,285	$	—	$	18,285
Equipment		3,674		71,560		75,234
Mineral property interest		—		931,722		931,722
Total assets	$	21,959	$	1,003,282	$	1,025,241
Total liabilities	$	475,905	$	—	$	475,905

XML

Fair Value of Financial Instruments (Tables)

6 Months Ended

Sep. 30, 2016

Fair Value Of Financial Instruments Tables

Schedule of Fair value of Assets

	Level 1		Level 2		Level 3		Total September 30, 2016
Cash and cash equivalents	$	9,423	$	—	$	—	$	9,423

	Level 1		Level 2		Level 3		Total March 31, 2016
Cash and cash equivalents	$	8,944	$	—	$	—	$	8,944

XML

Equipment (Tables)

6 Months Ended

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Schedule of Equipment Carrying Amounts

	Office Equipment		Machinery		Total
Cost
Balance at March 31, 2016	$	8,760	$	232,620	$	241,380
Additions (disposals)		—		—		—
Balance at September 30, 2016		8,760		232,620		241,380
Accumulated Depreciation
Balance at March 31, 2016		5,086		161,060		166,146
Depreciation for the period		551		—		551
Balance at September 30, 2016		5,637		161,060		166,697
Carrying amounts
As at September 30, 2016	$	3,123	$	71,560	$	74,683
Carrying amounts
As at March 31, 2016	$	3,674	$	71,560	$	75,234

XML

Mineral Property Interest (Tables)

6 Months Ended

Sep. 30, 2016

Mineral Property Interest Tables

Schedule of Acquisition Mineral Property Interest

		Mansounia Property, West Africa
Acquisition of mineral property interest
Cash payment	$	150,000
Issuance of 6,514,350 common shares		781,722
Balance, September 30, 2016 and March 31, 2016	$	931,722

XML

Share Capital (Tables)

6 Months Ended

Sep. 30, 2016

Share Capital Tables

Stock Options

	Number of Options			Weighted Average Exercise Price
March 31, 2015		6,000,000		$	0.13
Granted		4,000,000		$	0.01
Forfeited		(5,350,000	)	$	0.13
September 30, 2016 and March 31, 2016		4,650,000		$	0.03

Stock Options Were Outstanding And Exercisable

Exercise Price		Expiry Date	Options Outstanding		Weighted Average Remaining Life in Years		Options Exercisable
$	0.01	21-Jul-20		4,000,000		3.8		4,000,000
$	0.15	07-Aug-19		650,000		2.9		650,000
				4,650,000		3.7		4,650,000

XML

Related Party Transactions (Tables)

6 Months Ended

Sep. 30, 2016

Related Party Transactions Tables

Schedule of Expenses with Related Parties

	Three Months Ended				Six Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Compensation – Directors	$	57,720	$	11,108	$	104,803	$	11,108
Compensation – Officers		18,966		14,393		35,714		14,393
Share-based compensation		—		593,263		—		593,263

XML

Geographical Area Information (Tables)

6 Months Ended

Sep. 30, 2016

Geographical Area Information

Assets and Liabilities by Geographical Area

	Canada		Africa		Total
September 30, 2016:
Current assets	$	22,597	$	—	$	22,597
Equipment		3,123		71,560		74,683
Mineral property interest		—		931,722		931,722
Total assets	$	25,720	$	1,003,282	$	1,029,002
Total liabilities	$	696,054	$	—	$	696,054
March 31, 2016:
Current assets	$	18,285	$	—	$	18,285
Equipment		3,674		71,560		75,234
Mineral property interest		—		931,722		931,722
Total assets	$	21,959	$	1,003,282	$	1,025,241
Total liabilities	$	475,905	$	—	$	475,905

XML

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Basis Of Presentation Details Narrative
Net Loss	$ 101,971	$ 637,573	$ 216,388	$ 794,341
Cumulative Losses Since Inception	$ 9,141,477		$ 9,141,477		$ 8,925,089

XML

Fair Value of Financial Instruments (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015	Mar. 31, 2015
Cash and cash equivalents	$ 9,423	$ 8,944	$ 23,767	$ 20,259
Assets, Total [Member]
Cash and cash equivalents	9,423	8,944
Assets, Total [Member] | Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents	9,423	8,944
Assets, Total [Member] | Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents
Assets, Total [Member] | Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents

XML

Equipment (Details)	6 Months Ended
	Sep. 30, 2016 USD ($)
Office Equipment
Cost
Balance Beginning	$ 8,760
Additions (disposals)
Balance End	8,760
Accumulated Depreciation
Accumulated Depreciation Beginning Balance	5,086
Depreciation for the year	551
Accumulated Depreciation End Balance	5,637
Machinery [Member]
Cost
Balance Beginning	232,620
Additions (disposals)
Balance End	232,620
Accumulated Depreciation
Accumulated Depreciation Beginning Balance	161,060
Depreciation for the year
Accumulated Depreciation End Balance	161,060
Total [Member]
Cost
Balance Beginning	241,380
Additions (disposals)
Balance End	241,380
Accumulated Depreciation
Accumulated Depreciation Beginning Balance	166,146
Depreciation for the year	551
Accumulated Depreciation End Balance	$ 166,697

XML

Equipment (Details 2) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Carrying amounts
Carrying Amounts	$ 74,683	$ 75,234
Machinery [Member]
Carrying amounts
Carrying Amounts	3,123	71,560
Office Equipment
Carrying amounts
Carrying Amounts	71,560	3,674
Total [Member]
Carrying amounts
Carrying Amounts	$ 74,683	$ 75,234

XML

Mineral Property Interest (Details Narrative)	1 Months Ended
	Jul. 24, 2015 USD ($) $ / shares shares
BGL [Member]
Cash Paid	$ 100,000
BGL [Member] | First Tranche Shares [Member]
Shares Issued, percentage	71.43%
BGL [Member] | Second Tranche Shares [Member]
Shares Issued, percentage	71.43%
EML [Member]
Cash Paid	$ 40,000
EML [Member] | First Tranche Shares [Member]
Shares Issued, percentage	28.57%
EML [Member] | Second Tranche Shares [Member]
Shares Issued, percentage	28.57%
BGL and EML [Member] | First Tranche Shares [Member]
Cash Paid	$ 140,000
Shares Issued | shares	6,514,350
Shares Issued, per share | $ / shares	$ 0.1765
Shares Issued, value	$ 1,150,000
Mineral Property Interest	781,722
BGL and EML [Member] | Second Tranche Shares [Member]
Shares Issued, value	$ 1,150,000

XML

Share Capital (Details)	18 Months Ended
	Sep. 30, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options Outstanding (beginning of period) | shares	6,000,000
Granted | shares	4,000,000
Forfeited | shares	(5,350,000)
Options Outstanding (end of period) | shares	4,650,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Options Outstanding (beginning of period) | $ / shares	$ 0.13
Granted | $ / shares	0.01
Forfeited | $ / shares	0.13
Options Outstanding (end of period) | $ / shares	$ 0.03

XML

Share Capital (Details 2)	6 Months Ended
	Sep. 30, 2016 $ / shares shares
Options Outstanding	4,650,000
Weighted Avg. Remaining in Years	3 years 8 months 15 days
Options Exercisable	4,650,000
21-Jul-20 [Member]
Exercise Price | $ / shares	$ 0.01
Expiry Date	Jul. 21, 2020
Options Outstanding	400,000
Weighted Avg. Remaining in Years	3 years 9 months 22 days
Options Exercisable	4,000,000
07-Aug-19 [Member]
Exercise Price | $ / shares	$ 0.05
Expiry Date	Aug. 07, 2019
Options Outstanding	650,000
Weighted Avg. Remaining in Years	2 years 9 months
Options Exercisable	650,000

XML

Geographical Area Information (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Current Assets	$ 22,597	$ 18,285
Mineral property interest	931,722	931,722
Total assets	1,029,002	1,025,241
Total liabilities	696,054	475,905
Canada [Member]
Current Assets	22,597	18,285
Equipment	3,123	3,674
Mineral property interest
Total assets	25,720	21,959
Total liabilities	696,054	475,905
Africa [Member]
Current Assets
Equipment	71,560	71,560
Mineral property interest	931,722	931,722
Total assets	1,003,282	1,003,282
Total liabilities
Total [Member]
Current Assets	22,597	18,285
Equipment	74,683	75,234
Mineral property interest	931,722	931,722
Total assets	1,029,002	1,025,241
Total liabilities	$ 696,054	$ 475,905