10K

10-K 1 cocmf_10k.htm ANNUAL REPORT 10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 10-K

_____________

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 31, 2014

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

For the transition period from __________________ to ____________________

Commission File Number 000-54800

CORECOMM SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

99-0364150

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

810-789 West Pender St., Vancouver, BC V6C 1H2

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 722-0041

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on

which each is registered

N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $426,666.21 based on a price of $0.08, which was the last price at which our common equity was last sold as of April 30, 2014.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares of the registrant’s common stock, without par value, outstanding as of February 5, 2015 was 8,306,661.

TABLE OF CONTENTS


ITEM 1: BUSINESS	1
ITEM 1A: RISK FACTORS	9
ITEM 1B: UNRESOLVED STAFF COMMENTS	14
ITEM 2: PROPERTIES	14
ITEM 3: LEGAL PROCEEDINGS	14
ITEM 4: MINE SAFETY DISCLOSURES	15
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15
ITEM 6: SELECTED FINANCIAL DATA	16
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	20
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	21
ITEM 9A: CONTROLS AND PROCEDURES	21
ITEM 9B: OTHER INFORMATION	21
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	21
ITEM 11: EXECUTIVE COMPENSATION	23
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	24
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	26
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES	27
ITEM 15: EXHIBITS	28

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements”. These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry. Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “may,” and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the sections of this annual report titled “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as the following:

general economic conditions, because they may affect our ability to raise money

our ability to raise enough money to continue our operations

changes in regulatory requirements that adversely affect our business

other uncertainties, all of which are difficult to predict and many of which are beyond our control

You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made. Except as required by applicable securities laws, we undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this annual report. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

ITEM 1: BUSINESS

General

We were incorporated on August 4, 2010, under the laws of the State of Nevada under the name “SOS Link Corporation”. On April 15, 2011, we changed our place of incorporation from the State of Nevada to the Province of British Columbia, Canada and concurrently changed our name to “Venza Gold Corp.”. The change from Nevada to British Columbia was approved by our shareholders on April 14, 2011. On January 6, 2014, we changed our name to “CoreComm Solutions Inc.”.

As of the date of this Annual Report on Form 10-K, our principal business is the acquisition and exploration of mineral resources in British Columbia, Canada. We hold 100% interest in the OS Gold Property located in vicinity of Osoyoos, British Columbia, Canada.

On January 8, 2015, we entered into a Software Purchase Agreement with Hampshire Capital Limited to acquire its Vgrab software application, which was developed for smartphones using the Android and Apple iOS operating systems. The Vgrab Software allows users to redeem vouchers on their smartphones for use at a number of retailers and merchants. We expect the closing of the transaction to occur in early February 2015.

Recent Corporate Developments

The following significant corporate developments occurred since our last fiscal quarter ended July 31, 2014:

Financing. On September 8, 2014, our board of directors approved a private placement offering of up to 500,000 common shares at a price of $0.20 per share for gross proceeds of $100,000 (the “Offering”).

On October 31, 2014, we closed the first tranche of the private placement offering by issuing 265,000 shares of our common stock at $0.20 per share for gross proceeds of $53,000. On January 8, 2015, we closed the second and final tranche of the private placement by issuing additional 500,000 shares of our common stock at a price of $0.20 per share for gross proceeds of $100,000. In order to accommodate the oversubscription our board of directors increased the size of the offering from 500,000 shares to 765,000 shares.

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The Offering was made to persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the U.S. Securities Act of 1933 (the “U.S. Securities Act”). The proceeds of the Offering are used for working capital purposes.

Software Purchase Agreement.

On January 8, 2015, we entered into a software purchase agreement with Hampshire Capital Limited (“Hampshire”) whereby Hampshire has agreed to sell to us its Vgrab software application (the “Vgrab Software”). In consideration of the Vgrab Software, we agreed to issue a total of 22,500,000 common shares of our common stock. Concurrent with closing the transaction, we are planning to change our name to Vgrab Communications Inc.

For additional information on the Software Purchase Agreement, please refer to the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on January 14, 2015.

Mineral Properties

We own a 100% interest in our lead mineral project, which consists of three mineral claims called the OS Gold Claim and two other smaller claims called the SE and the SE1 claims located adjacent to the OS Gold Claim (“OS Gold Property”).

During the year ended October 31, 2014, we carried out a small-scale geophysical survey over a large part of a soil sampling grid previously completed during 2012 and 2013. The purpose of the magnetic survey was to assist in mapping the geology of the grid area as well as to determine the correlation of the soil anomalies with the magnetic features. The results of the survey were compiled and interpreted by Geotronics Consulting Inc. Results indicated that the highs to the east, northeast, and north of the OS Claim may be part of a larger doughnut-shaped high, a typical magnetic signature of a porphyry intrusive, and further magnetic survey would be required to determine if this, in fact, occurs.

The OS Gold Project

Description of the Property

The OS Gold Property is comprised of three mineral claims totaling 692.54 hectares, located approximately 7 kilometers west of the town of Osoyoos, British Columbia, Canada. The OS Gold Property is recorded with the Ministry of Mines as follows:


Name of Mineral Claim	Tenure Number	Expiry Date
OS Gold	978304	April 5, 2017
SE	1021695	April 5, 2017
SE 1	1021696	April 5, 2017

Gerald Diakow is the registered owner of the OS Gold, SE and SE 1 Claims and holds these claims in trust for our sole benefit. The Province of British Columbia owns the land covered by the mineral claims. To our knowledge, there are no aboriginal land claims that might affect our title to our mineral claims or the Province’s title of the property.

In order to maintain the OS Gold Property in good standing, we must complete minimum exploration work on the claims and file confirmation of the completion of the work with the Ministry of Mines. In lieu of completing this work, we may pay a fee equal to the minimum exploration work that must be performed with the Ministry of Mines. The completion of mineral exploration work or payment in lieu of exploration work in any year will extend the existence of a claim within the OS Gold Property for one additional year. The minimum exploration work that must be performed and/or the fee for keeping the claims within the OS Gold Property current is equal to CDN $8.00 per hectare. As the OS Gold Property is in good standing until April 5, 2017, we will be required to complete minimum exploration work or pay a minimum fee of CDN$5,540.32 on or before April 5, 2017 and each year thereafter in order to keep the claims within the OS Gold Property current. If we fail to complete the minimum required amount of exploration work or fail to make a payment in lieu of this exploration work, our mineral claims will lapse and we will lose all interest in our mineral claims.

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The OS Gold Property is not subject to any royalties.

Location and Access

The OS Gold Property is located in the Osoyoos Mining Division at approximately 7.2 km west of Osoyoos, British Columbia, Canada.

The OS Gold Property is accessible by four wheel drive vehicle or an all terrain vehicle from Richter Pass on Highway 3. From Highway 3, vehicles travel along the old Richter pass road and then travel along Cougar Creek road to Blue Lake. Once at Blue Lake, vehicles travel 1 kilometer to Kilpoola Lake, which is located on the edge of the OS Gold Property.

Water for the OS Gold Property can be sourced from Kipoola Lake (approximately 320 X 201 meters in size) which is enclosed in the Property area. Infrastructure on the Property includes logging/ranch roads which transect the Property area in a north-south direction. Electrical power could be sourced from the Okanagan Valley transmission line which is 3.2 km northeast of the OS Gold Property.

Climate and Physiography

The climate of the western Okanagan has little precipitation, being less than 10 inches per year. Snowfall may occur in the winter at higher elevations and generally melts by mid-April in the Property area. During the summer months, the climate is warm and dry and thunderstorms may occur. Due to the light snowfall in the OS Gold Property area, exploration may be undertaken all year.

Vegetation in the OS Gold Property area consists of grassy slopes and meadows with pine forest on the higher elevation hills especially on the north facing slopes. Lodge pole pine trees are in the forested areas and Ponderosa pine trees are found in the more open areas. Water courses are choked with wild rose bushes and trembling aspen are found along the riparian area.

The topography of the Thompson Okanagan region is extremely varied. The OS Gold Property area is bounded by the Cascade Mountains to the west and the Okanagan Mountain Range to the east. The 160 km chain of lakes in the Okanagan Valley is the main feature of the landscape. The three largest lakes in the Okanagan Valley north to south are Okanagan Lake, Skaha Lake and Osoyoos Lake, which straddles the USA-Canada border. The OS Gold Property is situated approximately 7.4 km west of Osoyoos Lake. Low rolling hills make up most of the OS Gold Property and running through the center is a shallow valley and Kilpoola Lake. Lone Pine Creek flows south into Kilpoola Lake. The elevation on the OS Gold Property is from 800 to 1000 meters.

History

A large number of prospects and three small mines occur within a 20 kilometer radius of the OS Gold Property in both Canada and the United States. The earliest recorded mining activity in the area is from placer mining for gold on the Similkameen River on the United States side of the border, 5.5 kilometers south of the OS Gold Property, in 1859. Quartz veins and lodes were recognized in the area at that time but no exploration was carried out on them. Most of the mineralization in the area is related to quartz veins with gold and silver values.

The first significant mine development in the area was at the Fairview gold-silver camp located 19 kilometres north of the OS Gold Property in the early 1890s. At the Morning Star and Stemwinder mines quartz vein systems containing galena, chalcopyrite, sphalerite and pyrite carry significant gold and silver values. The quartz veins occur within Kobau Group metasedimentary rocks near the contact with the Fairview granodiorite to the south and Oliver granite to the north. Production from the Fairview camp was estimated to be 535,500 tons of ore producing 17,040 ounces of gold and 169,497 ounces of silver between 1898 and 1949 (BC Preliminary Map 64, Gold in British Columbia).

The Dividend-Lakeview property is located approximately 5 kilometres south-east of the OS Gold Property and was first explored around 1900. The Dividend-Lakeview property is considered a skarn deposit with high temperature replacement of limestone within the Kobau Group. The skarn mineralization consists of massive pyrrhotite, pyrite, chalcopyrite and arsenopyrite which preferentially replace marble. The Dividend-Lakeview produced 104,200 tons of ore yielding 16,216 ounces of gold and 2,805 ounces of silver between 1907 and 1949 (BC Preliminary Map 64, Gold in British Columbia).

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The Horn Silver mine is located approximately 11 kilometers east of the OS Gold Property and was first explored around 1900. The Horn Silver mine lies in biotite-hornblende granodiorite of the Kruger syenite. The mineralization which occurs is discontinuous, narrow east and south-east striking quartz veins within weakly developed easterly striking shear zones and consists of argentite, native silver, cerargyrite, pyrite, galena, sphalerite, tetrahedrite, chalcopyrite, pyrargyrite and acanthite. Production from the Horn Silver mine was recorded as 483,614 tons of ore yielding 10,686 ounces of gold and 4,089,471 ounces of silver between 1915 and 1984 (BC Preliminary Map 64, Gold in British Columbia).

A large porphyry copper-molybdenum type deposit called the Kelsey occurs approximately 9 kilometers south-east of the OS Gold Property in the state of Washington. The bulk of the mineralization at the Kelsey property occurs within the coarse crystalline quartz diorite of the Jurassic-Cretaceous Silver Nail pluton. At the south end of the property the pluton has been brecciated and Kobau Group metasedimentary and metavolcanic rocks have been incorporated as fragments in the breccia and as slivers in the pluton. The most concentrated copper-molybdenum mineralization is associated with quartz-sericte alteration and intense fracturing and the surrounding country rock is chloritized. Mineralization in greenstone and limey portions of the Kobau group consists of copper-bearing tactite containing pyrrhotite, minor garnet and epidote. Quartz veins contain chalcopyrite rich pods.

The sole recorded exploration work on the OS Gold Property occurred in 1973 by Cone Properties Ltd. (“Cone Properties”). Cone Properties conducted an extensive exploration program on a mineralized occurrence called the “Pass Showing”, which is located within the OS Gold Property. Historical records indicate that the exploration program consisted of geological mapping, magnetometer geophysical survey, a 3,100 sample geochemical soil survey, and 10 percussion drill holes totaling 821 meters (British Columbia Minfile Databse Number 082ESW111). Results of this work program are not available in the public record.

The above detailed information concerning historical prospects and production within the vicinity of the OS Gold Property is not necessarily indicative of the mineralization on the OS Gold Property.

Geology

The OS Gold Property is located within the Okanagan Terrane of the Intermontane tectonic belt and is mainly underlain by metasediments and metavolcanics of the Carboniferous or older Kobau Group. The Pass showing is reported to occur within the Kobau Group on the OS Gold Property.

The Kobau Group rocks comprise of banded, foliated quartzite lithologies with minor mafic schists, and thick, compositionally layered mafic schist units with intercalated quartzite bands. Minor meta-carbonates and mafic meta-volcanic flows or sills occur within the quartzites and schists.

The quartzites range from layered, foliated quartzite with thin, biotite rich laminae to boudins of massive, pure quartzite and range in colour from opaque black to translucent grey to green to blue. The beds generally vary from one to thirty metres in thickness, but range down to several centimetres or less in thickness, interbedded with other rocks.

The schists are generally fine grained, strongly foliated, generally chloritic and range in colour from light to dark green to grey-green and rarely black. The individual units are themselves heterogeneous sequences marked by irregular finer scale alterations of thin beds of slightly different character.

The meta-carbonate unit is similar in character to the schist unit in so much as it is green, fine grained, chloritic and strongly foliated. Its distinction is it is host to concordant and discordant carbonate veinlets as well as containing indigenous carbonate material. The unit also hosts white to light blue marble boudins generally less than 10 metres in thickness. The meta-volcanic units consist of greyish-green lenses of augite-porphyritic mafic flows or sills, sometimes weakly foliated.

Immediately to the north and east of the OS Gold Property, the Kobau Group metamorphic rocks have been intruded by the Middle Jurassic Osoyoos granodiorite and associated rock types of the Nelson Plutonic Suite. A second pluton of similar age, the Fairview granodiorite intrudes the Kobau Group approximately nineteen kilometers north of the OS Gold Claim. Immediately north of the Fairview granodiorite is the Oliver granite of Jurassic or younger age. The Fairview granodiorite and Oliver granite are very significant as they spatially are related to the auriferous quartz veins at the Fairview gold-silver camp. The western portion of the OS Gold Property is underlain by Jurassic aged, megacrystic coarse grained syenite of the Kruger syenite.

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The regional metamorphism of the Kobau group in the study area is syn-kinematic with the respect to the main phases of pre-Jurassic deformation. Peak metamorphic conditions of greenschist grade are documented by actinolite-biotite-epidote-albite assemblages in mafic schists and calcite-tremolite assemblages in some carbonate rocks. Garnet occurrences are limited to semi-pelitic layers. Contact metamorphism adjacent to the Jurassic plutons overprinted schistocities with secondary, non-oriented growth of greenschist minerals.

The Kobau Group has undergone three distinct phases of deformation. The earliest phase produced near isoclinals folding and shearing accompanied by metamorphism to greenschist facies. The second phase resulted in overturned and normal folds. The third phase of deformation caused doming and gentle folding, along with fracturing and is considered to possibly be contemporaneous with the Mesozoic intrusions. As each period of folding has been successively overprinted on the previous event, the result is a sequence of complex tight, isoclinals, over turned recumbent, chevron and refolded folds.

Quartz veins are ubiquitous in the metasedimentary rocks and display varying degrees of deformation according to their time of emplacement. Auriferous quartz veins occur within the Kobau group adjacent to and parallel to the Fairview granodiorite contact. Near the Stemwinder mine, these veins form two sets at distances of approximately 50 meters and 100 meters from the intrusive contact. Near the Fairview mine, veins occur at structurally higher levels near the contact between quartzite and mafic schist, as well as close to or within the Fairview granodiorite. All veins are locally concordant to the regional foliation but cut lithologic contacts on the map scale. In general, they form planar bodies striking north-westerly and dipping to the south-east. Individual veins pinch and swell greatly, attain thicknesses up to 5 meters, and may be traced up to 500 meters along strike.

Mineralization

In the Southern Portion of the OS Gold Property the pluton has been brecciated and Kobau Group metasedimentary and metavolcanic rocks have been incorporated as fragments in the breccia and as slivers in the pluton. The most concentrated copper-molybdenum mineralization is associated with quartz-sericte alteration and intense fracturing and the surrounding country rock is chloritized. Mineralization in greenstone and limey portions of the Kobau group consists of copper-bearing tactite containing pyrrhotite, minor garnet and epidote. Quartz veins contain chalcopyrite rich pods.

Mineralization at the Pass showing is described as consisting of quartz lenses and veins containing copper, lead, gold and silver mineralization. The proximity to the Kelsey deposit and that Porphyry Copper systems commonly occur in clusters and align along convergent plate boundaries suggests that the Pass showings may be an apophysis where leakage of a much larger porphyry system is occurring.

Current Exploration Program

During the year ended October 31, 2014, and the subsequent period, we carried out a small scale geophysical survey over a large part of a soil sampling grid previously completed during 2012 and 2013 exploration programs. The purpose of the magnetic survey was to assist in mapping the geology of the grid area as well as to determine the correlation of the soil anomalies with the magnetic features.

The magnetic survey was carried out with a GEM Systems magnetometer, model GSM-19, which is an Overhauser effect proton-precession type with a reading accuracy of 0.01 nanoTeslas (nT) and a gradient tolerance of 10,000 nT/m. The readings were taken every 25 meters along 8 north-south lines with a line separation of 100 meters. The size of the survey area was 700 meters in an east-west direction by 1300 meters in a north-south direction with the total size surveyed of 10,050 meters. The data was plotted, gridded, contoured, and profiled producing a coloured contour plan map, as well as a profile plan map.

The results of the magnetic survey showed magnetic field, other than 2 spike-type lows and 2 spike-type highs, ranges from lows of about 54,200 nT to highs of about 55,060 nT resulting in range of 860 nT. This is considered moderate and is reflective of the underlying rock types, namely metasediments and metavolcanics. The magnetic lows occur mainly within the southwest part of the survey area and therefore are probably reflecting metasediments. The highs occur within the eastern, northeastern, and northern parts of the survey area and are probably reflecting metavolcanics. However, a northwest-trending high occurring within the northeast corner may, alternatively, be reflecting an intrusive dyke.

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Results indicate that the highs to the east, northeast, and north may be part of a larger doughnut-shaped high, which is a typical magnetic signature of porphyry intrusive. The magnetic survey would need to be extended to the south, west and north in order to determine if this, in fact, occurs.

The Pass Showing, assuming the MinFile location is correct, correlates directly with this northeast-trending magnetic high. This suggests that mineralization may continue to the northwest and to the southeast with minimum strike direction of 700 meters. In support of this possibility, a northwest-trending gold soil anomaly occurs to the immediate northwest of the Pass Showing within an area of lower magnetic intensity within this high.

Most of the gold and copper soil anomalies occur within areas of higher magnetic field suggesting that the possible mineralization is associated with the metavolcanics. Also the soil highs usually correlate with magnetic lows within the broader magnetic high or alongside highs within the broader high. Some of these soil highs occur along the magnetic lineations. This indicates that the possible mineralization as suggested by the soil anomalies is associated with geological structure.

Competition

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Government Regulations

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Province of British Columbia, Canada. The main agency that governs the exploration of minerals in British Columbia is the Ministry of Energy and Mines (“Ministry of Mines”). The Ministry of Mines manages the development of British Columbia’s mineral resources, and implements policies and programs respecting their development while protecting the environment. In addition, the Ministry of Mines regulates and inspects the exploration and mineral production industries in British Columbia to protect workers, the public and the environment.

The material legislation applicable to us is the Mineral Tenure Act (British Columbia), administered by the Mineral Titles Branch of the Ministry of Mines, and the Mines Act (British Columbia), as well as the Health, Safety and Reclamation Code and the Mineral Exploration Code. The Mineral Tenure Act and its regulations govern the procedures involved in the location, recording and maintenance of mineral titles in British Columbia. The Mineral Tenure Act also governs the issuance of leases which are long term entitlements to minerals.

All mineral exploration activities carried out on a mineral claim or mining lease in British Columbia must be in compliance with the Mines Act. The Mines Act applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment. It outlines the powers of the Chief Inspector of Mines, to inspect mines, the procedures for obtaining permits to commence work in, on or about a mine and other procedures to be observed at a mine. Additionally, the provisions of the Health, Safety and Reclamation Code for mines in British Columbia contain standards for employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision. Also, the Mineral Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

We do not have to obtain a permit for the exploration programs involving geophysical work only. In the event that we wish to proceed with a drilling campaign within our exploration program, we will be required to file a permit application with the Ministry of Mines. As of the date of this Annual Report, we have not applied for such a permit and have no plans to start a drilling campaign in the next 12 months.

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The Mines Act also provides that a company planning to mine a property must submit a detailed “Mine Plan and Reclamation Program” to the Mining Operations Branch Regional Manager for proposed coal or hardrock mineral mines, major expansions or modifications of producing coal and hardrock mineral mines, and large pilot projects, bulk samples, trial cargoes or test shipments. Information requirements for these applications are summarized in the Act. Mines Act permit applications are required whether or not proposed developments fall under the Environmental Assessment Act ("EAA").

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the Ministry of Forests. Items such as waste approvals may be required from the Ministry of Environment, Lands and Parks if the proposed exploration activities are significantly large enough to warrant them. Waste approvals refer to the disposal of rock materials removed from the earth which must be reclaimed. An environmental impact statement may be required.

Environmental Regulations

We will have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. Because there is presently no information on the size, tenor, or quality of any resource or reserve, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or us in the event that a potentially economic deposit is discovered.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Raw Materials

The raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries and propane. All of these types of materials are readily available from a variety of local suppliers.

Dependence on Major Customers

We have no customers.

Research and Development

As of the financial year end covered by this report, we have incurred $1,122 on research and development of the web portals based on the Correlation Technology platform. We have terminated our license agreement for the Correlation Technology on April 12, 2014, which ended our research and development expenditures.

Employees

We have no employees other than our executive officers. We contract for the services of geologists, prospectors and other consultants as we require them to conduct our exploration programs.

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Jumpstart Our Business Startups Act

Overview

In April 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

Exemptions for “emerging growth companies” from certain financial disclosure and governance requirements;

Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended;

Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and

Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

Application to Our Company

In general, under the JOBS Act a company is an “emerging growth company” if its initial public offering ("IPO") of common equity securities was effected after December 8, 2011 and such company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an “emerging growth company” after the earliest of:

the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more;

the completion of the fiscal year of the fifth anniversary of the company's IPO;

the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

the company becoming a "larger accelerated filer" as defined under the Exchange Act, as amended.

Exemptions Available

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure

The financial disclosure in a registration statement filed by an “emerging growth company” pursuant to the Securities Act, will differ from registration statements filed by other companies as follows:

audited financial statements required for only two fiscal years;

selected financial data required for only the fiscal years that were audited;

executive compensation only needs to be presented in the limited format now required for “smaller reporting companies”.

As we are a “smaller reporting company”, we are already provided with the above exemptions under Regulation S-K.

The JOBS Act also exempts our independent registered public accounting firm from having to comply with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

The JOBS Act further exempts an “emerging growth company” from any requirement adopted by the PCAOB for mandatory rotation of our accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation

The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

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Section 102(a) of the JOBS Act exempts “emerging growth companies” from the requirements in Sections 14A(a) and (b) of the Exchange Act for companies with a class of securities registered under the Exchange Act, to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act

The JOBS Act also provides that an “emerging growth company” can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an “emerging growth company” regardless of whether such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the “emerging growth company’s” IPOs.

Section 106 of the JOBS Act permits “emerging growth companies” to submit registration statements under the Securities Act, as amended, on a confidential basis provided that the registration statement and all amendments thereto are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow “emerging growth companies” to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period

Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act, as amended, registration statement declared effective or do not have a class of securities registered under the Exchange Act, as amended) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

ITEM 1A: RISK FACTORS

IN ADDITION TO THE FACTORS DISCUSSED ELSEWHERE IN THIS ANNUAL REPORT, THE FOLLOWING RISKS AND UNCERTAINTIES COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS AND FINANCIAL CONDITION.

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 activities and if we do not obtain sufficient financing, our business will fail.

We were incorporated on August 4, 2010, and to date have been involved primarily in the acquisition and exploration of our mineral properties. We have no exploration history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: (i) our ability to locate a profitable mineral property, (ii) our ability to generate revenues, (iii) and our ability to obtain either debt or security financing. Obtaining financing would be subject to a number of factors, including the market prices for the mineral property and base and precious metals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common shares to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

Because we are an exploration stage company, our business has a high risk of failure.

We are an exploration stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to complete our exploration activities. The success of our business operations will depend upon our ability to obtain further financing to complete our planned exploration program and to attain profitable operations. If we are not able to complete a successful exploration program and attain sustainable profitable operations, then our business will fail.

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Our auditors have expressed substantial doubt about our ability to continue as a going concern; as a result we could have difficulty finding additional financing.

Our financial statements have been prepared assuming that we will continue as a going concern. Except for the interest revenue, we have not generated any revenue from our main operations since inception and have accumulated losses. As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue our operations depends on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that could result from the outcome of this uncertainty.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

You should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Our mineral properties do not contain a known body of commercial ore and, therefore, any program conducted on our mineral properties would be an exploratory search of ore. There is no certainty that any expenditures made in the exploration of our mineral properties will result in discoveries of commercial quantities of ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing sufficient capital resources to purchase such claims. If we do not have sufficient capital resources and are unable to obtain sufficient financing, we may be forced to abandon our operations.

We have no known mineral reserves and if we cannot find any, we may have to cease operations.

We are in the initial phase of our exploration program for the OS Gold Claim. It is unknown whether this property contains viable mineral reserves. If we do not find a viable mineral reserve, or if we cannot exploit the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we may have to cease operations and you may lose your investment. Mineral exploration is a highly speculative endeavor. It involves many risks and is often non-productive. Even if mineral reserves are discovered on our properties, our production capabilities will be subject to further risks and uncertainties including:

Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;

ii.

Availability and costs of financing;

iii.

Ongoing costs of production; and

iv.

Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the OS Gold Property, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection.

Because we have not commenced business operations, we face a high risk of business failure.

We have not earned any revenues from business operations as of the date of this Annual Report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

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Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program.

Because the prices of metals fluctuate, if the price of metals for which we are exploring decreases below a specified level, it may no longer be profitable to explore for those metals and we will cease operations.

Metal prices are determined by such factors as expectations for inflation, the strength of the United States dollar, global and regional supply and demand, and political and economic conditions and production costs in metals producing regions of the world. The aggregate effect of these factors on metal prices is impossible for us to predict. In addition, the prices of metals such as lead, zinc, copper, silver, gold or uranium are sometimes subject to rapid short-term and/or prolonged changes because of speculative activities. The current demand for and supply of these metals affect the metal prices, but not necessarily in the same manner as current supply and demand affect the prices of other commodities. The supply of these metals primarily consists of new production from mining. If the prices of the metals are, for a substantial period, below our foreseeable cost of production, it may not be economical for us to continue operations and you could lose your entire investment.

We sometimes hold a significant portion of our cash in United States dollars, which could weaken our purchasing power in other currencies and limit our ability to conduct our exploration programs.

Currency fluctuations could affect the costs of our operations and affect our operating results and cash flows. Gold and copper are sold throughout the world based principally on the U.S. dollar price, but most of our operating expenses are incurred in Canadian dollars. The appreciation of Canadian dollar against the U.S. dollar can increase the costs of our operations.

In order to maintain our rights on the OS Gold Property we will be required to make annual payments with the Ministry of Mines or complete assessment work on these mineral properties.

Our prospecting activities are dependent upon the grant of appropriate mineral tenures and regulatory comments, which may be withdrawn or made subject to limitations. Mineral claims are renewable subject to certain expenditure requirements. Although we believe that we will obtain the necessary prospecting licenses and permits, including but not limited to drill permits, there can be no assurance that they will be granted or as to the terms of any such grant. Furthermore, we are required to expend required amounts on the mineral claims of the OS Gold Property in order to maintain them in good standing. If we are unable to expend these amounts, we may lose our title to the OS Gold Property. There is no assurance that, in the event of losing our title to a mineral claim, we will be able to register the mineral claim in its name without a third party registering its interest first.

Our mineral properties may become subject to aboriginal rights which may affect title to our mineral properties.

In British Columbia, aboriginal rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. We are not aware of any other aboriginal land claims having been asserted or any legal actions relating to native issues having been instituted with respect to any of the land which is covered by the OS Gold Property.

The legal basis of a land claim is a matter of considerable legal complexity and the impact of a land claim settlement and self-government agreements cannot be predicted with certainty. In addition, no assurance can be given that a broad recognition of aboriginal rights by way of a negotiated settlement or judicial pronouncement would not have an adverse effect on our activities. Such impact could be marked and, in certain circumstances, could delay or even prevent our exploration or mining activities.

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There are environmental risks associated with mineral exploration.

Inherent with mining operations is an environmental risk. The legal framework governing this area is constantly developing, therefore we are unable to fully ascertain any future liability that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may impose severe penalties (financial or otherwise). Our proposed activities of, as with any exploration, may have an environmental impact which may result in unbudgeted delays, damage, loss and other costs and obligations including, without limitation, rehabilitation and/or compensation. There is also a risk that our operations and financial position may be adversely affected by the actions of environmental groups or any other group or person opposed in general to our activities and, in particular, the proposed exploration and mining by us within the Province of British Columbia, Canada.

We face significant competition in the mineral exploration industry.

We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do. Due to our weaker competitive position, we may have greater difficulty in hiring and retaining qualified personnel to conduct our planned exploration activities, which could cause delays in our exploration programs. In addition, there is significant competition for a limited number of mineral properties. Due to our weaker financial position, we may be unable to acquire rights to new mineral properties on a continuing basis.

We have not reviewed the quality or accuracy of historical drilling and sampling reported on our properties.

We have not verified the quality and accuracy of the historical sampling and drilling reported, and we caution readers not to rely upon them. Mr. Diakow has reviewed the data on mineral claims and technical data supplied by the British Columbia Ministry of Mines Minfile Data Base and other sources of public technical information. It is important to note that the claims were acquired by map designation by Mr. Diakow. There is no assurance that our properties will be of merit since our exploration programs are based on historical data.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail

Our success will largely depend on our ability to hire highly qualified personnel with experience in geological exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business.

The recently enacted JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.

We are and we will remain an "emerging growth company" until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Exchange Act. For so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.

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Our election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act, as an “emerging growth company”, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, our company, as an “emerging growth company”, can adopt the standard for the private company. This may make comparison of our financial statements with any other public company which is not either an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The recently enacted JOBS Act will also allow our company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. We meet the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act, as amended and instead provide a reduced level of disclosure concerning executive compensation; and

be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although we are still evaluating the JOBS Act, we currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in our company and the market price of its common stock may be adversely affected.

Because our directors are not independent they can make and control corporate decisions that may be disadvantageous to other common shareholders.

Our common shares are quoted on the OTC Markets inter-dealer quotation system, which does not have director independence requirements. Using the definition of “independent” in NASDAQ Rule 5605(a)(2), we have determined that none of our directors are independent. Our directors have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

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We do not expect to declare or pay dividends in the foreseeable future.

We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future. We intend to retain any earnings to develop, carry on, and expand our business.

“Penny stock” rules may make buying or selling our common stock difficult, and severely limit its marketability and liquidity.

Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common shares is less than $5.00 per share, the common shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our shares.

ITEM 1B: UNRESOLVED STAFF COMMENTS

None.

ITEM 2: PROPERTIES

We currently do not own any real property. Our executive office is located at 810-789 Pender Street West, Vancouver, British Columbia, V6C 1H2, and consists of approximately 25 square feet, which are provided to us free of charge.

ITEM 3: LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our claims or assets are the subject of any pending legal proceedings.

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ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information.

Our common stock commenced trading on OTC Markets inter-dealer quotation system under the symbol VZAGF on March 8, 2013. On January 8, 2014, we changed our name to CoreComm Solutions Inc. and our stock symbol changed to COCMF. Table 1 presents the range of high and low closing bids of our common stock for each quarter since March 8, 2013 as reported by OTC Markets Group Inc. The bid prices represent inter-dealer quotations, without adjustments for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

Table 1: High and low bids


	High	Low
Fiscal year ended October 31, 2013
Second quarter	$0.05	$0.05
Third quarter	$0.55	$0.05
Fourth quarter	$0.15	$0.055
Fiscal year ended October 31, 2014
First quarter	$0.16	$0.10
Second quarter	$0.155	$0.09
Third quarter	$0.17	$0.08
Fourth quarter	$0.24	$0.15

Holders.

As of January 29, 2015, we had 45 shareholders of record according to a shareholders’ list provided by our transfer agent. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name. Our transfer agent is Empire Stock Transfer with an address at 1859 Whitney Mesa Dr. Henderson, Nevada, 89014 and their phone number is 702-818-5898.

Dividend Policy

We have never declared, nor paid, any dividend since our incorporation and do not foresee paying any dividend in the near future since all available funds will be used to develop and market our business. Any future payment of dividends will depend on our financing requirements and financial condition and other factors which the board of directors, in its sole discretion, may consider appropriate.

Under the Business Corporations Act, we are prohibited from declaring or paying dividends if there are reasonable grounds for believing that we are insolvent or the payment of dividends would render us insolvent.

Recent Sales of Unregistered Securities

On January 8, 2014, we issued 300,000 common shares to two investors at a price of $0.10 per share for total proceeds of $30,000.

On July 31, 2014, we issued 325,000 common shares to six investors including our President and CEO, who subscribed to 80,000 shares of our common stock. The shares were issued at a price of $0.075 per share for total proceeds of $24,375.

On October 31, 2014, we issued 265,000 common shares to five investors at a price of $0.20 per share for total proceeds of $53,000.

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On January 8, 2015, we issued 500,000 common shares to an investor at a price of $0.20 per share for total proceeds of $100,000.

All share issuances described above were completed pursuant to the provisions of Regulation S of the Securities Act. We did not engage in a distribution of these offerings in the United States. Each investor represented that they were not a US person as defined in Regulation S of the Securities Act, and that they were not acquiring our securities for the account or benefit of a US person.

ITEM 6: SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary of Financial Condition

Table 2 summarizes and compares our financial condition at October 31, 2014 and 2013.

Table 2: Comparison of financial condition


	October 31, 2014		October 31, 2013
Working capital	$	(89,523)	$	(67,227)
Current assets	$	21,742	$	6,226
Unproved mineral property	$	11,697	$	11,697
Total liabilities	$	111,265	$	73,453
Common stock and additional paid in capital	$	550,195	$	445,820
Deficit	$	(634,753)	$	(501,287)

Results of operations

YEARS ENDED OCTOBER 31, 2014 AND OCTOBER 31, 2013

Our operating results for the years ended October 31, 2014 and 2013 and the changes in our operating results between them are summarized in the table 3 below.

Table 3: Summary


	Year ended October 31,		Percentage	Changes between the years ended October 31,
	2014	2013	increase / (decrease)	2014 and 2013
Operating expenses	$ (136,740)	$ (151,524)	(9.8)%	$ (14,784)
Exploration tax credit	3,454	1,960	76.2%	1,494
Write-down of unproved mineral property	-	(3,600)	(100.0)%	3,600
Net loss	(133,286)	(153,164)	(13.0)%	(19,878)
Translation to reporting currency	6,615	(63)	(10,600.0)%	6,678
Comprehensive loss	$ (126,671)	$ (153,227)	(17.3)%	$ (26,556)

Revenue

During the years ended October 31, 2014 and 2013 we did not have any revenue generating operations. We are presently an exploration stage company engaged in the search for mineral reserves. We can provide no assurance that we will be able to discover any commercially exploitable levels of mineral resources on our property, or, even if such resources are discovered, that we will be able to enter into commercial production of our mineral properties.

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Operating Expenses

Our operating expenses for the years ended October 31, 2014 and 2013 consisted of the following:

Table 4: Changes in operating expenses


	Year ended October 31,		Percentage	Changes between the years ended October 31,
	2014	2013	increase / (decrease)	2014 and 2013
Operating expenses:
Administration	$ 52,728	$ 18,143	190.6 %	$ 34,585
Accounting	14,342	11,876	20.8 %	2,466
Bank charges	339	517	(34.4)%	(178)
Consulting	6,762	18,278	(63.0)%	(11,516)
Corporate communications	1,758	1,042	68.7 %	716
Management fees	15,511	27,950	(44.5)%	(12,439)
Mineral exploration	1,843	14,220	(87.0)%	(12,377)
Office	3,675	13,241	(72.2)%	(9,566)
Professional fees	22,668	20,159	12.4 %	2,509
Regulatory and filing	13,794	23,931	(42.4)%	(10,137)
Research and development	1,122	-	n/a	1,122
Travel and entertainment	1,796	1,039	72.9 %	757
Foreign exchange	402	1,128	(64.4)%	(726)
	$ (136,740)	$ (151,524)	(9.8)%	$ (14,784)

Operating expenses.

Our operating expenses decreased by $14,784, or 9.8%, from $151,524 for the year ended October 31, 2013 to $136,740 for the year ended October 31, 2014.

The most significant year-to-date changes were:

Our administrative and accounting fees increased by $34,585 and $2,466, respectively. These increases were associated with increased workload associated with our entry into the License Agreement with Make Sence Inc., which was terminated on April 12, 2014, and financing activities we carried out during the year ended October 31, 2014.

Our consulting and management fees, as well as our office expenses decreased by $11,516, $12,439 and $9,566, respectively. These decreases resulted from our efforts to control our day-ta-day operating costs.

During the year ended October 31, 2014, we kept our exploration activities on the low level, which resulted in the $12,377 decrease to our exploration expenses as compared to the $14,220 we incurred in the previous year.

Due to decreased business activity, our regulatory and filing fees decreased by $10,137 from $23,931 for the year ended October 31, 2013 to $13,794 for the year ended October 31, 2014.

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Liquidity

GOING CONCERN

The audited financial statements included in this annual report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. We have not generated any revenues from operations since inception, have never paid any dividends and are unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing, and the attainment of profitable operations. Based upon our current plans, we expect to incur operating losses in future periods. At October 31, 2014, we had a working capital deficit of $89,523 and accumulated losses of $634,573 since inception. These factors raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we will be able to generate significant revenues in the future. Our audited financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

INTERNAL AND EXTERNAL SOURCES OF LIQUIDITY

Table 5: Working Capital


	At October 31,
	2014		2013
Current assets	$	21,742	$	6,226
Current liabilities		(111,265)		(73,453)
Working capital deficit	$	(89,523)	$	(67,227)

During the year ended October 31, 2014, our working capital deficit increased by $22,296, from $67,227 at October 31, 2013 to $89,523 at October 31, 2014. The increase in working capital deficit was primarily related to increases in accounts payable and accrued liabilities as well as amounts due to related parties, which were mainly associated with the License Agreement we entered into with Make Sence Inc.

Table 6: Cash Flows


	Year ended October 31
	2014		2013
Net cash used in operating activities	$	(93,744)	$	(112,494)
Net cash used in investing activities		-		(297)
Net cash provided by financing activities		104,375		-
Effect of exchange rate changes on cash		6,615		(63)
Net increase (decrease) in cash during period	$	17,246	$	(112,854)

Net cash used in operating activities. During the year ended October 31, 2014, we used $93,744 to support our operating activities. This cash was used to cover our operating loss of $133,286. The cash used in operations was offset by increases in our accounts payable and accrued liabilities of $16,938 and $19,988, respectively, increases in the amounts due to related parties of $886 and a $1,730 increase in GST recoverable.

During the year ended October 31, 2013, we used $112,494 to support our operating activities. This cash was used to cover our operating loss of $153,164 and to decrease our accrued liabilities by $11,986. These uses of cash were offset by increases in our accounts payable and amounts due to related parties of $39,067 and $7,816, respectively and by decreases in prepaids and GST recoverable of $1,114 and $59, respectively.

Net cash used in investing activities. During the year ended October 31, 2014, we did not spend any cash on acquisition of our mineral claims. During the year ended October 31, 2013, we spent $297 on acquisition of additional mineral claims.

-18-

Net cash provided by financing activities. During the year ended October 31, 2014, we issued 890,000 shares of our common stock for gross proceeds of $107,375 pursuant to Regulation S of the Securities Act of 1933, as amended (the “Act”). The subscribers represented that they were not “U.S. Persons” as that term is defined in Regulation S of the Act. We paid a finder, who was not a US Person, a finder’s fee totaling $3,000.

We did not have any financing activities during the year ended October 31, 2013.

Capital Resources

Future exploration of our mineral claims is subject to our ability to obtain the necessary funding. We expect to raise funds through sales of debt or equity securities. We have no committed sources of capital. If we are unable to raise funds as and when we need them, we may be required to curtail, or even to cease, our operations.

As of October 31, 2014, we had cash on hand of $21,512, which raises substantial doubt about our continuation as a going concern.

Contingencies and Commitments

We had no contingencies at October 31, 2014.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no non-consolidated, special-purpose entities.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. We may take advantage of this extended transition period until the first to occur of the date that we (i) are no longer an "emerging growth company" or (ii) affirmatively and irrevocably opt out of this extended transition period. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an "emerging growth company" or affirmatively and irrevocably opt out of the exemption provided by Securities Act Section 7(a)(2)(B), upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

Our significant accounting policies are disclosed in the notes to the audited financial statements for the year ended October 31, 2014, included in this Annual Report on Form 10-K. The following accounting policies have been determined by our management to be the most important to the portrayal of our financial condition and results of operation:

Revenue Recognition

Revenue is recognized when pervasive evidence of an agreement exists, when it is received or when the income is determinable and collectability is reasonably assured.

-19-

Foreign Currency Translation and Transaction

Our functional currency is the Canadian dollar and reporting currency is the United States dollar. We translate assets and liabilities to US dollars using year-end exchange rates, translate unproved mineral properties using historical exchange rates, and translate revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in US dollars. We have not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Fair Value of Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable, accrued liabilities and amounts due to related parties. We believe the fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash.

At October 31, 2014, we had approximately $21,512 in cash on deposit with a large chartered Canadian bank, of which $6,778 was insured. As part of our cash management process, we perform periodic evaluations of the relative credit standing of this financial institution. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash.

Recent Accounting Standards and Pronouncements

We have elected to early adopt the guidance in FASB Topic 915 and no longer provide the disclosure for development stage companies. Accordingly, the figures for the period from inception to the current period are no longer provided. Other recent accounting pronouncements with future effective dates are not expected to have an impact on our financial statements.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Index to Financial Statements

	Page No.

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets as of October 31, 2014 and 2013	F-2

Statements of Operations for the years ended October 31, 2014 and 2013	F-3

Statement of Stockholders’ Deficit as of October 31, 2014 and 2013	F-4

Statements of Cash Flows for the years ended October 31, 2014 and 2013	F-5

Notes to the Financial Statements	F-6

-20-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of CoreComm Solutions Inc.

We have audited the accompanying balance sheets of CoreComm Solutions Inc. (the “Company”) as at October 31, 2014 and 2013 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, these financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2014 and 2013 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DMCL”

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

February 5, 2015

F-1


CORECOMM SOLUTIONS INC.
BALANCE SHEETS



	October 31, 2014		October 31, 2013

ASSETS

Current assets
Cash	$	21,512	$	4,266
GST recoverable		230		1,960
		21,742		6,226

Unproved mineral property		11,697		11,697
Total assets	$	33,439	$	17,923

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	73,561	$	56,623
Accrued liabilities		29,002		9,014
Advances payable		70		-
Due to related parties		8,632		7,816
Total liabilities		111,265		73,453



Stockholders' deficit
Common stock, no par value, 200,000,000 authorized
7,806,661 and 6,916,661 issued and outstanding at
October 31, 2014 and 2013, respectively		576,375		472,000
Additional paid in capital		(26,180)		(26,180)
Accumulated other comprehensive income (loss)		6,552		(63)
Deficit		(634,573)		(501,287)
Total stockholder's deficit		(77,826)		(55,530)
Total liabilities and stockholders' deficit	$	33,439	$	17,923

The accompanying notes are an integral part of these audited financial statements

F-2


CORECOMM SOLUTIONS INC.
STATEMENTS OF OPERATIONS



	Year ended
	October 31, 2014		October 31, 2013

Operating expenses
Administration	$	52,728	$	18,143
Accounting		14,342		11,876
Bank charges		339		517
Consulting		6,762		18,278
Corporate communications		1,758		1,042
Management fees		15,511		27,950
Mineral exploration		1,843		14,220
Office		3,675		13,241
Professional fees		22,668		20,159
Regulatory and filing		13,794		23,931
Research and development		1,122		-
Travel and entertainment		1,796		1,039
Foreign exchange		402		1,128

		(136,740)		(151,524)
Other items
Exploration tax credit		3,454		1,960
Write-down of unproved mineral property		-		(3,600)
Net loss		(133,286)		(153,164)

Translation to reporting currency		6,615		(63)
Comprehensive loss	$	(126,671)	$	(153,227)

Loss per share - basic and diluted	$	0.02	$	0.02

Weighted average number of shares outstanding:		7,246,798		6,919,661

The accompanying notes are an integral part of these audited financial statements

F-3


CORECOMM SOLUTIONS INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT





				Additional Paid-in		Accumulated Other		Accumulated
	Shares	Amount		Capital		Comprehensive Loss		Deficit		Total

Balance at October 31, 2012	6,916,661	$	472,000	$	(27,180)	$	-	$	(348,123)	$	96,697
Donated services			-		1,000		-		-		1,000
Translation to reporting currency			-		-		(63)		-		(63)
Net loss for the year ended October 31, 2013	-		-		-		-		(153,164)		(153,164)
Balance at October 31, 2013	6,916,661		472,000		(26,180)		(63)		(501,287)		(55,530)
Common stock issued	890,000		104,375		-		-		-		104,375
Translation to reporting currency	-		-		-		6,615		-		6,615
Net loss for the year ended October 31, 2014	-		-		-		-		(133,286)		(133,286)
Balance at October 31, 2014	7,806,661	$	576,375	$	(26,180)	$	6,552	$	(634,573)	$	(77,826)

The accompanying notes are an integral part of these audited financial statements

F-4


CORECOMM SOLUTIONS INC.
STATEMENTS OF CASH FLOWS




	Year ended
	October 31, 2014		October 31, 2013
Cash flow used in in operating activities
Net loss	$	(133,286)	$	(153,164)
Adjustments to reconcile net loss to net cash used in operating activities
Donated services		-		1,000
Property write-down		-		3,600

Changes in operating assets and liabilities
GST recoverable		1,730		59
Prepaids		-		1,114
Accounts payable		16,938		39,067
Accrued liabilities		19,988		(11,986)
Due to related parties		886		7,816
Net cash used in operating activities		(93,744)		(112,494)

Cash flows used in investing activities
Property acquisition		-		(297)
Net cash used in investing activities		-		(297)

Cash flows provided by financing activities
Shares issued		104,375		-
Net cash provided by financing activities		104,375		-

Translation gain (loss)		6,615		(63)

Net increase (decrease) in cash		17,246		(112,854)

Cash, beginning		4,266		117,120

Cash, ending	$	21,512	$	4,266

Supplemental disclosure of cash flow information
Cash paid during the period
Taxes	$	-	$	-
Interest	$	-	$	-

The accompanying notes are an integral part of these audited financial statements

F-5

CORECOMM SOLUTIONS INC.

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2014

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

CoreComm Solutions Inc. (the “Company”, “CoreComm”) was incorporated on August 4, 2010, under the laws of the State of Nevada. On April 15, 2011, the Company continued from the State of Nevada to British Columbia, Canada and changed its name to Venza Gold Corp. On January 8, 2014, the Company changed its name to CoreComm Solutions Inc.

CoreComm is an exploration stage company, and its principal business is the acquisition and exploration of mineral resources in British Columbia, Canada. The Company has not determined whether its properties contain mineral reserves that are economically recoverable.

The Company’s financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company is in the exploration stage. It has not generated operating revenues to date, and has accumulated losses of $634,573 since inception. The Company has funded its operations through the issuance of capital stock and debt. Management plans to raise additional funds through equity and/or debt financings. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Significant areas of estimate include the carrying value of the mineral property and deferred income tax obligations. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Asset Retirement Obligations

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until the Company settles the obligation. To date the Company has not incurred any measurable asset retirement obligations.

Impairment or Disposal of Long Lived Assets

The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

F-6

CORECOMM SOLUTIONS INC.

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2014

Fair Value of Financial Instruments

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the entity’s own credit risk.

A fair value hierarchy for valuation inputs is established. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The Company’s financial instruments consist of cash, accounts payable and amounts due to related parties. The carrying value of these financial instruments approximates their fair value based on their liquidity, their short-term nature or application of appropriate risk based discount rates to determine fair value. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.

Foreign Currency Translation and Transaction

The Company’s functional currency is the Canadian dollar and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the other comprehensive income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

Income taxes are determined using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's financial statements.

F-7

CORECOMM SOLUTIONS INC.

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2014

Loss per Share

The Company presents both basic and diluted loss per share (“LPS”) on the face of the statements of operations. Basic LPS is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted LPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive.

Mineral Properties

The Company classifies its mineral rights as tangible assets and accordingly acquisition costs are capitalized as mineral property costs. Mineral exploration costs are expensed as incurred until commercially mineable deposits are determined to exist within a particular property.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Recent Accounting Pronouncements

The Company has elected to early adopt the guidance in FASB Topic 915 and no longer provides the disclosure for development stage companies. Accordingly, the figures for the period from inception to the current period are no longer provided. Other recent accounting pronouncements with future effective dates are not expected to have an impact on the Company’s financial statements.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company incurred the following transactions with related parties that are not disclosed elsewhere in the financial statements:


	Year Ended October 31,
	2014		2013
Management fees incurred to a former director	$	--	$	17,653
Consulting and management fees incurred to a former officer		--		8,826
Mineral exploration and management fees incurred to a director		4,127		21,575
Management fees incurred to a former Chief Executive Officer		8,253		--
Management fees incurred to a former Chief Financial Officer		2,293		--
Management fees incurred to a Chief Executive and Financial Officer		2,685		--
Total transactions with related parties	$	17,358	$	48,054

At October 31, 2014, the Company owed $8,632 (2013 - $7,816) to related parties. The amounts bear no interest, are unsecured and due on demand.

During the year ended October 31, 2014, the Company received CDN$3,000 ($2,714) from a major shareholder and repaid CDN$2,900 ($2,606). At October 31, 2014, the Company owed $70 to the shareholder (2013 - Nil).

NOTE 4 - UNPROVED MINERAL PROPERTIES

At October 31, 2014, the Company held interest in three mineral exploration claims located in the vicinity of Osoyoos, British Columbia. To keep the claims in good standing, the Company is required to incur exploration expenses of approximately CDN$678 ($601) per year for the next two years and CDN$5,540 ($4,914) per year thereafter.

F-8

CORECOMM SOLUTIONS INC.

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2014

NOTE 5 - COMMON STOCK

On January 8, 2014, the Company completed a private placement and issued 300,000 common shares at a price of $0.10 per share for gross proceeds of $30,000 and paid finders a cash commission totalling $3,000 associated with this offering.

On July 31, 2014, the Company completed a private placement and issued 325,000 common shares at a price of $0.075 per share for gross proceeds of $24,375.

On October 31, 2014, the Company completed a private placement and issued 265,000 common shares at a price of $0.20 per share for gross proceeds of $53,000.

NOTE 6 - INCOME TAXES

A reconciliation of income taxes at statutory rates is as follows:


	Year ended October 31,
	2014		2013
Loss before income taxes	$	(133,286)	$	(153,164)
Statutory tax rate		25%		25%
Expected recovery of income taxes		(33,321)		(38,291)
Change in valuation allowance		33,321		38,291
	$	--	$	--

The Company’s tax-effected deferred income tax assets and liabilities are estimated as follows:


	Year ended October 31,
	2014		2013
Non-capital losses carried forward	$	164,538	$	131,217
Mineral properties		900		900
Less: Valuation allowance		(165,438)		(132,117)
	$	--	$	--

NOTE 7 - SUBSEQUENT EVENTS

Software Purchase Agreement

On January 8, 2015, the Company entered into a software purchase agreement with Hampshire Capital Limited (the “Vendor”) to acquire the Vgrab software application (the “Vgrab”). Vgrab is developed for use with smartphones using the Android and Apple iOS operating systems allowing users to redeem vouchers on their smartphones at a number of retailers and merchants. In consideration for the Vgrab Software, the Company agreed to issue to the Vendor a total of 22,500,000 shares of its common stock.

Private Placement

On January 8, 2015, the Company issued 500,000 shares of its common stock at a price of $0.20 per share for gross proceeds of $100,000.

F-9

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief 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 Annual Report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Report on Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, 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 and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of October 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on the assessment, our Chief Executive Officer and Chief Financial Officer determined that, as of October 31, 2014, our internal control over financial reporting is effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) during the fourth quarter of the last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B: OTHER INFORMATION

On February 4, 2015, the British Columbia Securities Commission ("BCSC") issued a cease trade order against our company for failure to file an Annual Information Form under National Instrument 51-102. The cease trade order will remain in effect until such time as we file the AIF with the BCSC.

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Table 7 contains certain information regarding our directors, executive officers and key personnel.

Table 7: Directors and officers


Name	Age	Position
Nelson Da Silva	54	Chief Executive Officer, Chief Financial Officer, President and Director
Gerald Diakow	65	Director, Vice-President Exploration

Set forth below is a brief description of the background and business experience of our executive officers and directors:

Mr. Da Silva has over 25 years of experience working with numerous mining companies in the public sector. From 2009 to 2012, Mr. Da Silva worked with Rain Communications Corp, a full service investor relations firm specializing in early stage mining and exploration companies. For the past two years, Mr. Da Silva has been providing consulting services as an independent contractor.

Gerald Diakow has served as a member of our Board of Directors and as Vice-President Exploration since April 15, 2012; during the year ended October 31, 2013, Mr. Diakow also served as our Principal Accounting and Executive Officer. Since May 2008, Mr. Diakow has served as Chief Executive Officer, President and director of Velocity Minerals Ltd., a company listed on the TSX Venture Exchange engaged in the exploration of mineral projects in western Canada. From March 2008, until December 2006, Mr. Diakow worked as a field geologist for Liberty Star Uranium and Metals Corp., an Arizona based mineral exploration company listed on the OTC Bulletin Board and the Frankfurt Stock Exchange in Germany. Mr. Diakow is a mineral explorer and prospector with over thirty years’ experience in the mining industry having begun his career in the early seventies. He has worked for several major mining corporations (Union Carbide, Canadian Superior) and has been involved in all aspects of mineral exploration and development, both in Canada and internationally. His skills include managing operations and logistics, strategic planning and regulatory issues (mining, worker safety and environmental). He has been involved with mineral properties containing diamonds, platinum group metals, gold, silver, copper, nickel, molybdenum, gypsum, limestone, gabbro, perlite, placer gold and gravel deposits. Mr. Diakow is also a member of the B.C. and Yukon Chamber of Mines and the Society of Economic Geologists.

Term of Office

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until their successors are appointed.

Family Relationships

There are no family relationships between our executive officers and directors.

Other Significant Employees

Other than our executive officers, we do not currently have any significant employees.

Legal Proceedings

During the past ten years none of our directors or executive officers was involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act and the rules thereunder require our officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies. To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, the following persons have, during the fiscal year ended October 31, 2014, failed to file, on a timely basis, the reports required by Section 16(a) of the Exchange Act:

Mr. Da Silva was late filing the Form 4 reflecting the change in his ownership of securities when he subscribed to a total of 50,000 shares of our common stock.

James Hyland, our former Chief Financial Officer, was appointed as our CFO on December 2, 2013. Mr. Hyland filed his Form 3 reflecting his status as a director and officer of CoreComm Solutions Inc. on December 19, 2013.

Corporate Governance

Our board of directors does not have a compensation committee or a nominating committee. We believe this is appropriate, given the small size of our company and the stage of our development. We have not adopted any procedures by which our security holders may recommend nominees to our board of directors and that has not changed during the last fiscal year.

Our audit committee consists of Nelson Da Silva, our CEO, CFO, President and a director, and Gerald Diakow, a director. None of the members of our board of directors qualify as an “audit committee financial expert”, as defined by Item 407 of Regulation S-K promulgated under the Securities Act and the Exchange Act. We are dependent on financial advice from external financial consulting firm, which we believe is appropriate, given the small size of our company and the stage of our development.

Code of Ethics

We adopted a Code of Ethics applicable to our officers and directors which is a “code of ethics” as defined by applicable rules of the SEC. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our officers or directors, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a current report on Form 8-K filed with the SEC.

ITEM 11: EXECUTIVE COMPENSATION

Table 8 summarizes all compensation for the 2014 and 2013 fiscal years received by our Chief Executive Officer, our two most highly compensated executive officers who earned more than $100,000 and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).

Table 8: Summary Compensation Table


Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)

Nelson Da Silva¹	2014	$0	$0	$0	$0	$0	$0	$2,685	$2,685
CEO, CFO, President & Director	2013	$0	$0	$0	$0	$0	$0	$0	$0

Gerald Diakow²	2014	$0	$0	$0	$0	$0	$0	$4,127	$4,127
Vice President Exploration & Director	2013	$0	$0	$0	$0	$0	$0	$21,575	$21,575

Patrick Fitzsimmons³	2014	$0	$0	$0	$0	$0	$0	$8,253	$8,253
Former CEO, President & Director	2013	$0	$0	$0	$0	$0	$0	$0	$0

James Hyland⁴	2014	$0	$0	$0	$0	$0	$0	$2,293	$2,293
Former CFO & Director	2013	$0	$0	$0	$0	$0	$0	$0	$0

Ralph Biggar ⁵	2014	$0	$0	$0	$0	$0	$0	$0	$0
Former President & Director	2013	$0	$0	$0	$0	$0	$0	$17,653	$17,653

Denis Zyrianov ⁶	2014	$0	$0	$0	$0	$0	$0	$0	$0
Former CFO	2013	$0	$0	$0	$0	$0	$0	$8,826	$8,826

Notes:


1.	Mr. Da Silva was appointed as a member of our Board of Directors, President, CEO, CFO and a member of our Board of Directors on May 21, 2014. During the year ended October 31, 2014, we paid Mr. Da Silva $2,685 in management fees.
2.	Mr. Diakow was appointed as Vice President Exploration and as a member of our Board of Directors on April 15, 2012; on July 26, 2013, we appointed Mr. Diakow as our Chief Financial Officer and President. On December 2, 2013, Mr. Diakow resigned as CEO and President of the Company but continues to serve as our director and Vice President Exploration. During the year ended October 31, 2014, we paid Mr. Diakow $2,293 in management fees and $1,834 in mineral property exploration fees. During the year ended October 31, 2013, we paid $7,355 in management fees paid directly to Mr. Diakow and $14,220 for mineral property exploration work to the company wholly owned by Mr. Diakow.
3.	Mr. Fitzsimmons was appointed as a member of our Board of Directors, President and CEO on December 2, 2013. Mr. Fitzsimmons resigned from all posts he held on May 21, 2014. During the course of his service, we paid Mr. Fitzsimmons $8,253 for the management services he provided to the Company.
4.	Mr. Hyland was appointed as a member of our Board of Directors and CFO on December 2, 2013. Mr. Hyland resigned from his position on April 11, 2014. During the course of his service, we paid Mr. Hyland $2,293 for the management services he provided to the Company.
5.	Mr. Biggar was appointed as a member of our Board of Directors on August 20, 2010, and as President on September 1, 2011. Mr. Biggar resigned from all posts he held on July 26, 2013. We agreed to pay Mr. Biggar a consulting fee of $5,000 Cdn per month in consideration of Mr. Biggar providing us with his services as a director, President and CFO. On February 1, 2013, we entered into a management consulting agreement with Mr. Biggar and revised the consulting fee paid to Mr. Biggar to $2,500 Cdn per month. Based on the contract, Mr. Biggar’s services included but were not limited to: (i) acquisition of our mineral projects and (ii) general business direction and operation of our Company. The contract was terminated as of June 30, 2013 ending our obligation to pay Mr. Biggar the agreed upon consulting fees.
6.	Mr. Zyrianov served as our Chief Financial Officer since October 1, 2011 and until February 12, 2013. Since October 1, 2011, we have paid Mr. Zyrianov $1,000 Cdn per month (plus applicable taxes) in accordance with his consulting agreement dated October 1, 2011. Upon his resignation Mr. Zyrianov continued providing us with consulting services for which we agreed to reimburse Mr. Zyrianov at $3,000 Cdn per financial quarter. Mr. Zyrianov’s services included the review and preparation of our financial statements as well as general corporate service matters. Mr. Zyrianov discontinued providing his services during the 3^rd quarter of the fiscal 2013 year.

Other than the consulting agreements with Denis Zyrianov and Ralph Biggar, we have not entered into any employment and/or consulting agreements with any other executive officer or director.

Outstanding Equity Awards at Fiscal Year End

As at October 31, 2014, we did not have any outstanding equity awards.

We have no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans.

We do not have a compensation committee.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Table 9 presents, as of February 5, 2015, information regarding the beneficial ownership of our common stock with respect to each of our executive officers, each of our directors, each person known by us to own beneficially more than 5% of the common stock, and all of our directors and executive officers as a group. Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities. Each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.

Table 9: Security ownership


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Shares⁽¹⁾
Security Ownership, Directors and Officers

Common Shares	NELSON DA SILVA	210,000	2.52%
	Suite 810, 789 West Pender Street	Direct
	Vancouver, BC, Canada V6C 1H2

Common Shares	GERALD DIAKOW	200,000	2.41%
	1537 54th St	Direct
	Delta, BC, V4M 3H6

	All Officers and Directors as a Group	410,00	4.94%

Security Ownership, 5% Shareholders
Common Shares	RALPH BIGGAR	1,533,333	18.46%
	Suite 810, 789 West Pender Street	Direct
	Vancouver, BC, Canada V6C 1H2

Note:

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of our shares actually outstanding on February 5, 2015. As of February 5, 2015, there were 8,306,661 common shares issued and outstanding.

Changes in Control

We are not aware of any arrangement, which may result in a change in control in the future.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director independence

Our common shares are quoted on the OTC Markets inter-dealer quotation system, which does not have director independence requirements. For the purpose of determining director independence, we have adopted the independence requirements of Canadian National Instrument 52-110 - Audit Committees (“NI 52-110”) as we are an OTC reporting issuer in the province of British Columbia. NI 52-110 recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with us. A material relationship is a relationship, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director’s independent judgment. Nelson Da Silva is not an independent director because of his position as CEO, CFO and President and Gerald Diakow is not an independent director because he previously served as our sole executive officer.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

Transactions with Related Parties

Except as disclosed below, none of the following parties has, during our last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which the Company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets for the last two completed fiscal years:

Any of our directors or officers;

ii.

Any person proposed as a nominee for election as a director;

iii.

Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding common shares;

iv.

Any of our promoters; and

Any relative or spouse of any of the foregoing persons who has the same house as such person.

Ralph Biggar

During the past two fiscal years and up to the date of the filing of this Annual Report on the Form 10-K, we have entered into the following related party transactions with Ralph Biggar, our former President and director:

On February 1, 2013, we entered into a consulting agreement with Mr. Biggar, whereby we agreed to pay him $2,500 Cdn per month. The contract was terminated as of June 30, 2013, ending our obligation to pay Mr. Biggar the agreed upon consulting fees

On March 17, 2014, Mr. Biggar advanced us CDN$3,000 ($2,714). As of the date of this report, we repaid CDN$2,900 ($2,606).

Gerald Diakow

During the past two fiscal years and up to the date of the filing of this Annual Report on the Form 10-K, we have entered into the following related party transactions with Gerald Diakow, our Vice President Exploration and a director:

During the year ended October 31, 2013, we paid $14,220 to a company owned by Mr. Diakow, for exploration work conducted on the OS Gold Claim.

During the year ended October 31, 2014, we paid $1,834 to Mr. Diakow, for exploration work conducted on the OS Gold Claim.

During the year ended October 31, 2014, we paid $2,293 (2012 - $7,355) to Mr. Diakow, in management fees.

Denis Zyrianov

During the past two fiscal years and up to the date of the filing of this Annual Report on the Form 10-K, we have entered into the following related party transactions with Denis Zyrianov, our former Chief Financial Officer:

During the year ended October 31, 2013, in addition to management fees stipulated under our consulting agreement dated October1, 2011, we paid Mr. Zyrianov $5,884 in consulting fees. We did not have any transactions with Mr. Zyrianov during the year ended October 31, 2014.

Patrick Fitzsimmons

During the past two fiscal years and up to the date of the filing of this Annual Report on the Form 10-K, we have entered into the following related party transactions with Patrick Fitzsimmons, our former Chief Executive Officer and President, and a director:

Mr. Fitzsimmons was appointed as a member of our Board of Directors, President and CEO on December 2, 2013. Mr. Fitzsimmons resigned from all posts he held on May 21, 2014. During the course of his service, we paid Mr. Fitzsimmons $8,253 for the management services he provided to the Company.

James Hyland

During the past two fiscal years and up to the date of the filing of this Annual Report on the Form 10-K, we have entered into the following related party transactions with James Hyland, our former Chief Financial Officer and a director:

Mr. Hyland was appointed as our CFO on December 2, 2013. Mr. Hyland resigned from his position on April 11, 2014. During the course of his service, we paid Mr. Hyland $2,293 for the management services he provided to the Company.

Nelson Da Silva

During the past two fiscal years and up to the date of the filing of this Annual Report on the Form 10-K, we have entered into the following related party transactions with Nelson Da Silva, our Chief Executive Officer, Chief Financial Officer, President and a director:

Mr. Da Silva was appointed as our President, CEO, CFO and a member of our Board of Directors on May 21, 2014. During the year ended October 31, 2014, we paid Mr. Da Silva $2,685 in management fees.

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees and Related Fees

The aggregate fees billed and accrued for each of the last two fiscal years for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements and for the review of our financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

2014 - $14,578 - Dale Matheson Carr-Hilton Labonte LLP

2013 - $11,386 - Dale Matheson Carr-Hilton Labonte LLP

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2013 - $0 - Dale Matheson Carr-Hilton Labonte LLP

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2013 - $1,155 - Dale Matheson Carr-Hilton Labonte LLP

2013 - $2,697 - Dale Matheson Carr-Hilton Labonte LLP

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2) and (3) was:

2013 - $0 - Dale Matheson Carr-Hilton Labonte LLP

2012 - $0 - Dale Matheson Carr-Hilton Labonte LLP

Our board of directors pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services.

ITEM 15: EXHIBITS

The following table sets out the exhibits either filed herewith or incorporated by reference.


Exhibit	Description
3.1	Notice of Articles.⁽⁶⁾
3.2	Articles.⁽¹⁾
3.3	Certificate of Continuation.⁽²⁾
3.3	Certificate of Change of Name.⁽⁶⁾
10.1	Consulting Agreement dated October 1, 2011 between the Company and Denis Zyrianov.⁽¹⁾
10.2	Property Purchase Agreement dated April 11, 2012 between the Company and Gerald Diakow.⁽¹⁾
10.3	Consulting Agreement dated February 1, 2013 between the Company and Ralph Biggar.⁽⁴⁾
10.4	License Agreement between the Company and Make Sence, Inc. dated December 2, 2013 ⁽⁵⁾
10.4	Software Purchase Agreement between the Company and Hampshire Capital Limited. dated January 8, 2015 ⁽⁷⁾
16.1	Code of Ethics.⁽³⁾
31.1	Certification pursuant to Rule 13a-14(a) and 15d-14(a).⁽⁸⁾
32.1	Certification pursuant to Section 1350 of Title 18 of the United States Code.⁽⁸⁾
99.1	Audit Committee Charter⁽³⁾
101	The following financial statements from the registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014, formatted in XBRL: (i) Balance Sheets; (ii) Statements of Operations; (iii) Statement of Stockholders’ Deficit (iv) Statements of Cash Flows; (v) Notes to the Financial Statements.

Notes:

(1) Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on June 12, 2012.

(2) Filed with the SEC as an exhibit to our Registration Statement on Form S-1/A2 filed on August 23, 2012.

(3) Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on January 28, 2013.

(4) Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on March 8, 2013.

(5) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 4, 2013.

(6) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 9, 2014.

(7) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 14, 2015.

(8) Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 6, 2015


	CORECOMM SOLUTIONS INC.

	By:	/s/ Nelson Da Silva
		Nelson Da Silva, Chief Executive Officer, (Principal Executive Officer) Chief Financial Officer, (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated


Signature	Title	Date



/s/ Nelson Da Silva	Chief Executive Officer, (Principal Executive Officer) Chief Financial Officer, (Principal Accounting Officer), President and Member of the Board of Directors	February 6, 2015

/s/ Gerald Diakow	Member of the Board of Directors	February 6, 2015