10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2016

or

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

For the transition period from ______ to ______

Commission File No. 333-196075

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada (State or other Jurisdiction of Incorporation or Organization) 316 California Avenue, Suite 543 Reno, NV (Address of Principal Executive Offices) 46-5152859 (I.R.S. Employer Identification No.) 89509 (Zip Code)

Registrant’s telephone number, including area code: (888) 909-5548

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 preceding12 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 14, 2016, the number of shares outstanding of the issuer’s sole class of common stock, par value $0.0001 per share, is 44,050,000.

table of contents

Part I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Balance Sheet
Statements of Operations	4
(Unaudited)
Statements of Cash Flow	5
(Unaudited)
Notes to the Interim Financial Statements	6
(Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	9
Results of Operations	11
Three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015	11
Off-Balance Sheet Arrangements	14
Item 3. Quantitative and Qualitative Disclosures about Market Risk	14
Item 4. Controls and Procedures	14
PART II — OTHER INFORMATION	15
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	16
Item 6. Exhibits	16
Signatures	17

 2

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Nevada Canyon Gold Corp.

(Formerly Tech Foundry Ventures, Inc.)

Balance Sheets

	September 30, 2016			December 31, 2015
	(unaudited)
ASSETS
Current Assets
Cash	$	107,730		$	39,027
Prepaid expenses		12,782			910
		120,512			39,937
Mineral property interest		65,000			65,000
TOTAL ASSETS	$	185,512		$	104,937
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	8,200		$	1,406
Related party advances		93,000			63,000
Note payable		-			100,425
		101,200			164,831
Stockholders' Equity (Deficit)
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of September 30, 2016 and December 31, 2015		-			-
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 44,050,000 issued and outstanding as of September 30, 2016 and 219,500,000 issued and outstanding as of December 31, 2015		4,405			21,950
Additional paid in capital		475,695			75,150
Accumulated deficit		(395,788	)		(156,994	)
		84,312			(59,894	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	185,512		$	104,937

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

 3

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Statements of Operations

(Unaudited)

	For the three months ended						For the nine months ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Revenue	$	-		$	3,000		$	-		$	4,000
Operating expenses
Exploration expenses		114,329			-			153,453			-
General and administrative expenses		22,986			203			37,583			4,452
Professional fees		3,924			8,125			30,101			27,214
Transfer agent and filing fees		4,024			3,565			9,576			17,748
		(145,263	)		(11,893	)		(230,713	)		(49,414	)
Other items
Accrued interest recovery (expense)		2,412			-			(81	)		-
Share-based payment		-			-			(8,000	)		-
Net and comprehensive loss	$	(142,851	)	$	(8,893	)	$	(238,794	)	$	(45,414	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding
Basic and diluted		44,050,000			218,500,000			103,828,284			218,493,590

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

 4

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Statements of Cash Flow

(Unaudited)

	For the nine months ended September 30, 2016			For the nine months ended September 30, 2015
OPERATING ACTIVITIES
Cash flows used in operating activities
Net loss	$	(238,794	)	$	(45,414	)
Adjustment to reconcile net loss to net cash used by operating activities:
Accrued interest expense		81			-
Share-based payment		8,000			-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		6,794			(9,517	)
Prepaid expenses		(11,872	)		-
Net cash used by operating activities		(235,791	)		(54,931	)
FINANCING ACTIVITIES
Subscription deposits		-			(3,500	)
Undeposited funds		-			8,500
Common stock		375,000			3,500
Related party advances		30,000			-
Repayment of note payable		(100,506	)		-
Net cash provided by financing activities		304,494			8,500
Net increase (decrease) in cash		68,703			(46,431	)
Cash, at beginning		39,027			81,600
Cash, at end	$	107,730		$	35,169
Supplemental cash flow information:
Cash paid for interest	$	506		$	-
Cash paid for income taxes	$	-		$	-
Significant non-cash transactions:
Common stock issued for corporate name	$	8,000		$	-

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

 5

NEVADA CANYON GOLD CORP.

(Formerly Tech Foundry Ventures, Inc.)

Notes to the Interim Financial Statements

(Unaudited) 

For the three and nine months ended September 30, 2016 and 2015

NOTE 1 - NATURE OF BUSINESS

Nevada Canyon Gold Corp. (formerly Tech Foundry Ventures, Inc.) (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp.

On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has only recently begun its exploration operations and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock.

NOTE 2 - BASIS OF PRESENTATION

The unaudited interim financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by US GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

Recent Accounting Pronouncements

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

NOTE 3 – RELATED PARTY TRANSACTIONS

Amounts due to related parties at September 30, 2016 and December 31, 2015:

	September 30, 2016		December 31, 2015
Advances due to the Chief Executive Officer (“CEO”)	$	51,000	$	21,000
Advances due to a director		21,000		21,000
Advances due to a major shareholder		21,000		21,000
Related party advances	$	93,000	$	63,000

 6

As at September 30, 2016, the Company’s three shareholders had advanced $93,000 (December 31, 2015 - $63,000) to fund working capital expenses. These advances are unsecured and do not carry an interest rate or repayment terms.

On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation. As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.

During the nine month period ended September 30, 2016, the Company issued 800,000 shares with a fair value of $8,000 to Nevada Canyon Gold Corporation, a Company with the President and CEO in common with the Company, to purchase its corporate name, domain name, and all related content (Note 6).

During the year ended December 31, 2015, the Company entered into a definitive agreement with Nevada Canyon Gold Corporation, a company with the President and CEO in common with the Company (Note 4).

NOTE 4 – MINERAL PROPERTY INTEREST

On December 17, 2015, the Company entered into a definitive agreement with Nevada Canyon Gold Corporation, a Nevada corporation (“NCG”), to acquire all of NCG’s rights, titles and interests in and into an exploration agreement with an option to form a joint venture with Walker River Resources Corp., a Canadian public company (“WRR”), dated September 15, 2015 (the “Agreement”). WRR owns a 100% undivided interest in and to the Lapon Canyon Gold Property, containing the Lapon Canyon claims, the subject of the Agreement.

The Agreement does not grant the Company an interest in or to the Lapon Canyon claims, or any equity interest in WRR, but rather, grants the Company the right to earn up to an undivided 50% interest in the Lapon Canyon claims by incurring expenditures of $500,000, over a two-year period, in exploration expenses in a work program established and operated by WRR on the Lapon Canyon claims and, thereafter, grants the Company an option to enter into a joint venture with WRR for further exploration and development of the Lapon Canyon claims. The Agreement also grants the Company the first right of refusal to acquire an additional 20% interest in the Lapon Canyon claims by the expenditure of additional funds and performance of additional tasks, all related to the joint venture.

Full consideration for all rights in and to the Agreement consisted of the following: payment of $65,000 by the Company to NGC, consisting of an initial cash payment of $25,000 deposit, a cash payment of $30,000 and the balance of $10,000 paid through the issuance of 1,000,000 restricted common shares of the Company issued to NGC at a price of $0.01. All consideration had been fully paid as at December 31, 2015.

During the nine month period ended September 30, 2016, the Company incurred exploration expenses totaling $153,453 (2015 – $Nil) on the Lapon Canyon claims.

NOTE 5 – NOTE PAYABLE

During the year ended December 31, 2015, the Company borrowed $100,000 (the “Loan”). The Loan bore an interest rate of 5%, with all outstanding principal and interest due on July 31, 2016. On August 1, 2016, the Company renegotiated the terms of the Loan, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75%. The Company repaid the Loan and accrued interest totaling $100,506 in accordance with the new terms on August 2, 2016. Accordingly, the Company recognized a recovery of interest expense totaling $2,837 as a result of the reduced interest rate.

 7

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares, and one class of preferred stock, $0.0001 par value and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split. The outstanding share capital of the Company as at December 31, 2015, exceeded the authorized share capital as a result of the forward split, however, prior to the stock split, on April 4, 2016, the Company cancelled 180,000,000 common shares held by three founding shareholders of the Company. As a result, the actual common shares outstanding at December 31, 2015, did not exceed those authorized.

The stock split did not affect the par value of the Company’s common stock. As a result, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was increased proportionately based on the stock split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital was increased.

On March 30, 2016, the Company issued 800,000 shares with a total fair value of $8,000 to purchase the intangible assets of NCG which included its corporate name and its domain name and all related content, which was expensed and included in corporate costs.

On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation (Note 3). As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.

On June 21, 2016, the Company completed its private placement offering by issuing to the subscribers a total of 3,750,000 shares of $0.0001 par value restricted common stock at $0.10 per share for total proceeds of $375,000.

 8

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

Examples of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

● the risks of a development stage company;

● management’s plans, objectives and budgets for its future operations and future economic performance;

● capital budget and future capital requirements;

● meeting future capital needs;

● our dependence on management and the need to recruit additional personnel;

● limited trading for our common stock, if listed or quoted

● the level of future expenditures;

● impact of recent accounting pronouncements;

● the outcome of regulatory and litigation matters; and

● the assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including:

● those described in the context of such forward-looking statements;

● future product development and marketing costs;

● timely development and acceptance of our consulting services;

● the markets of our domestic operations;

● the impact of competitive products and pricing;

● the political, social and economic climate in which we conduct operations; and

● the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A (SEC File No. 333-196075).

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

 9

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed interim financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed interim financial statements.

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp., a Nevada corporation, unless the context requires otherwise.

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and nine months ended September 30, 2016 and 2015. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

General

We are an exploration stage Company. We have only recently begun our exploration operations and have not generated or realized any revenues from these business operations.

We are a party to an Exploration Agreement (the “Agreement”) with Option to form a Joint Venture with Walker River Resources Corp. (“WRR”) on its wholly-owned Lapon Canyon Gold Project (“Lapon Canyon Project”, or “the Property”) located approximately 40 miles southeast of Yerington, Nevada. The Agreement does not grant us an interest in or to the Property, or any equity interest in WRR, but rather, grants us the right to earn up to an undivided 50% interest in the Property by incurring eligible expenditures of $500,000 (over a two-year period) in exploration and other expenses required to carry out a work program established and operated by WRR on the Property (the “Eligible Expenses”). Thereafter, the Agreement grants us an option to enter into a joint venture with WRR for further exploration and development of the Property.

Even if we complete our current exploration programs and are successful in identifying a mineralized deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, called a reserve.

We will be conducting exploration of the Property with what we anticipate is sufficient funding for approximately one year of operations. We are not going to buy or sell any significant equipment during the next twelve months. If we find mineralized materials in the Property, we have no intention to develop the reserves ourselves, but rather, will attempt to find a mining operations company to whom we can sell the property or with whom we can enter into a business arrangement to put the ore deposit into operation.

We do not intend to hire employees at this time. All of the work on the Property will be conducted by WRR, who will be responsible for surveying, geology, engineering, exploration, and excavation, and we will be responsible for paying all of the expenses incurred in such activities. Walker River will be solely responsible for conducting the exploration stage operations, and we will pay the expense of such operations, all devoted to exploration. Once we have paid $250,000 in Eligible Expenses, we will have earned our 25% in the Property, and once we have paid an additional $250,000, we will have earned an additional 25% interest, for a total 50% in the Property. On October 15, 2016, we have incurred required $250,000 in Eligible Expenses, and earned the 25% interest to the Property.

One of our directors will be present on the Property as a representative for the Company during most exploration operations. If we hire an independent geologist, he/she will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Mineral property exploration is typically conducted in phases. We intend to follow our consultant’s recommendations and begin drilling to determine if there is sufficient mineralization on the property to warrant continued exploration and development activities. We estimate the cost of the drilling, shipping samples, as well as geological mapping, rock chip sampling, grid establishment, hiring geologists, and soil sampling, to be approximately $500,000, which is the amount we expect to pay in order to acquire a 50% interest in the Property.

After the completion of the first phase of the exploration program, we will review the results and conclusions and evaluate the advisability of additional exploration work on the Property.

If we are unable to complete any phase of exploration because we don’t have enough funds, we will cease activities until we raise more money. At the present time, we have made arrangements to raise the additional funds required to do advanced exploration but not to place our Property into production. If we need additional cash and cannot raise it,we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no financing plans.

 10

Critical Accounting Policy and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our unaudited condensed interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our unaudited condensed interim financial statements include estimates as to the appropriate carrying value of certain assets and liabilities, which are not readily apparent from other sources.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements for the three and nine months ended September 30, 2016 and 2015, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited financial statements on Form 10-K for the year ended December 31, 2015.

Results of Operations

Three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015

	Three months  ended September 30,						Changes between			Nine months  ended September 30,						Changes between
	2016			2015			the periods			2016			2015			the periods
Revenue	$	-		$	3,000		$	(3,000	)	$	-		$	4,000		$	(4,000	)
Operating expenses
Exploration expenses		114,329			-			114,329			153,453			-			153,453
General and administrative expenses		22,986			203			22,783			37,583			4,452			33,131
Professional fees		3,924			8,125			(4,201	)		30,101			27,214			2,887
Transfer agent and filing fees		4,024			3,565			459			9,576			17,748			(8,172	)
Total operating expenses		(145,263	)		(11,893	)		(133,370	)		(230,713	)		(49,414	)		(181,299	)
Other items
Accrued interest recovery (expense)		2,412			-			2,412			(81	)		-			(81	)
Share-based payment		-			-			-			(8,000	)		-			(8,000	)
Net and comprehensive loss	$	(142,851	)	$	(8,893	)	$	133,958		$	(238,794	)	$	(45,414	)	$	193,380

Revenues. We had no revenues for the three and nine months ended September 30, 2016. During the comparable period we have recorded $4,000 in consulting fees we received from our consulting agreement with a client. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

Operating expenses. Our operating expenses include exploration expenses, general and administrative expenses, professional fees and transfer agent and filing fees. During the three month period ended September 30, 2016, our operating expenses increased by $133,370, or 1,121%, to $145,263 for the three months then ended, compared to $11,893 for the comparable period in 2015. This change was mainly associated with an exploratory drilling program (the “Exploration Program”) we commenced on the Lapon Canyon claims, which was required under our Agreement with WRR to earn a 50% interest in a joint venture. During the three month period ended September 30, 2016 we recorded $114,329 in exploration expenses directly associated with the Exploration Program.

 11

During the nine month period ended September 30, 2016, our operating expenses increased by $181,299, or 367%, to $230,713 for the nine months ended September 30, 2016 compared to $49,414 for the comparable period in 2015.

The most significant year-to-date changes included the following:

● Our exploration expenses increased by $153,453 or 100%, to $153,453 for the nine months ended September 30, 2016. The increase was due to the exploration expenses associated with the Exploration Program we were required to carry out in order to earn a 50% interest in a joint venture with WWR.

● General and administrative expenses increased by $33,131, or 744%, to $37,583 for the nine months ended September 30, 2016 compared with $4,452 for the comparable period in 2015. The increase was primarily attributable to an increase in travel and entertainment expenses, as well as investor relation activities and consulting fees.

● Professional fees increased by $2,887, or 11%, to $30,101 for the nine months ended September 30, 2016 compared with $27,214 for the comparable period in 2015. The increase was associated with increased overall business activity.

● Transfer agent and filing fees decreased by $8,172, or 46%, to $9,576 for the nine months ended September 30, 2016 compared with $17,748 for the comparable period in 2015. The decrease was primarily attributable to the reduction in transfer agent fees that were previously incurred in engaging the Company’s transfer agent.

Net loss. Our net loss increased by $133,958, or 1,506%, to $142,851 for the three months ended September 30, 2016 compared to $8,893 for the comparable period in 2015. The increase was primarily attributable to the operating expenses discussed above, which was in part offset by $2,412 in recovery of interest we accrued on a $100,000 note payable we issued to an arms-length party (“Note Payable”) following our renegotiation of the interest rate and repayment terms of the Note Payable.

Our net loss increased by $193,380, or 426%, to $238,794 for the nine months ended September 30, 2016 compared to $45,414 for the comparable period in 2015. The increase was primarily attributable to the operating expenses discussed above plus a one-time $8,000 share-based payment to purchase intangible assets of NCG which included its corporate name and its domain name and all related content, as well as $81 in interest accrued on the Note Payable.

Liquidity and Capital Resources.

Working capital	September 30, 2016		December 31, 2015
Current assets	$	120,512	$	39,937
Current liabilities		101,200		164,831
Working capital (deficit)	$	19,312	$	(124,894	)

As of September 30, 2016, we had a cash balance of $107,730, and working capital of $19,312 with cash flows used in operations totaling $235,791 for the period then ended. During the nine month period ended September 30, 2016, we funded our operations with proceeds from a private placement for gross proceeds of $375,000, and with $30,000 interest-free advances we received from our related parties.

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the nine month period ended September 30, 2016. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under these notes and advances payable, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources.

We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

 12

Cash Flow

	Nine Months Ended September 30,
	2016			2015
Cash flows used in operating activities	$	(235,791	)	$	(54,931	)
Cash flows provided by financing activities		304,494			8,500
Net increase (decrease) in cash during the period	$	68,703		$	(46,431	)

Net cash used in operating activities: Our net cash used in operating activities increased by $180,860, or 329%, to $235,791 for the nine months ended September 30, 2016, compared with $54,931 for the comparable period in 2015. During the nine months ended September 30, 2016 we used $230,713 to cover our cash operating costs, and to increase our prepaid expenses by $11,872. These uses of cash were offset by increase in our accounts payable of $6,794.

During the nine months ended September 30, 2015 we used $45,414 to cover our cash operating costs and $9,517 to decrease our accounts payable.

Net cash provided by financing activities: Our net cash provided by financing activities increased by $295,994, or 3,482%, to $304,494 for the nine months ended September 30, 2016 compared with $8,500 for the comparable period in 2015. We received $375,000 in gross proceeds from a private placement for 3,750,000 shares of our common stock at $0.10 per share, which we closed on June 21, 2016. We received $30,000 advance from our CEO and President free of interest and payable on demand.

On August 1, 2016, we renegotiated the terms of the Note Payable, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75%. We repaid the Note Payable and accrued interest totaling $100,506 in accordance with the new terms on August 2, 2016.

During the nine months ended September 30, 2015, we received $8,500 in subscriptions to the shares of our common stock.

During the nine months ended September 30, 2016 and 2015, we did not have any investing transactions that would have effected our cash flows.

Going Concern

At September 30, 2016, we had a working capital of $19,312 and cash on hand of $107,730, which is not sufficient enough to carry out our current plan of operation, however we are in the process of trying to procure funds sufficient to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry forwards that may offset any future operating profit.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past quarter.

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Capital Expenditures

The Company expended no amounts on capital expenditures for the nine months ended September 30, 2016.

Unproved Mineral Properties

As discussed above, in section “General” of this MD&A, on December 17, 2015, we entered into a definitive agreement (the “Agreement”) with Nevada Canyon Gold Corporation, a Nevada corporation (“NCG”), to acquire all of NCG’s rights, titles and interests in and into an exploration agreement with an option to form a joint venture with Walker River Resources Corp., a Canadian public company (“WRR”), dated September 15, 2015. WRR owns a 100% undivided interest in and to the Lapon Canyon Gold Property, containing the Lapon Canyon claims (“the Property”), which is the subject of the Agreement.

The Agreement does not grant us an interest in or to the Property, or any equity interest in WRR, but rather, grants us the right to earn up to an undivided 50% interest in the Property by incurring $500,000 (over a two-year period) in eligible exploration and other expenses required to carry out an Exploration Program established and operated by WRR on the Property (the “Eligible Expenses”). Once we have paid $250,000 in Eligible Expenses, we will have earned a 25% interest in the Property, with further $250,000, granting us the remaining 25% interest, for a total 50% in the Property. Thereafter, the Agreement grants us an option to enter into a joint venture with WRR for further exploration and development of the Property.

The Property consists of 36 claims (Sleeper claims 1–36) comprising 720 acres situated in the Wassuk Range (Mt. Grant Mining District), approximately 40 miles southeast of Yerington, Nevada. The Property is easily accessible by a well-maintained secondary state road to the Lapon Canyon road, which is generally a 15% grade canyon road. A state grid power transmission line passes within two miles of the property. An ample source of water exists (for drilling and other activities) in several locations on the Property.

As of September 30, 2016, we have incurred $236,010 in Eligible Expenses on the Exploration Program, of which $153,453 were associated with mineral exploration expenses on the Property. On October 15, 2016, we have incurred required $250,000 in Eligible Expenses, and effectively earned the 25% interest to the Property.

Off-Balance Sheet Arrangements

None.

Use of Estimates:

Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.

We believe the following is among the most critical accounting policies that impact our financial statements:

We evaluate impairment of our long-lived assets by applying the provisions of SFAS No. 144. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the nine months ended September 30, 2016.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 14

(b) Changes in Internal Controls over Financial Reporting

During the nine month period ended September 30, 2016, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

INHERENT LIMITATIONS OF INTERNAL CONTROLS

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. GAAP. Our internal control over financial reporting 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 the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and 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.

Management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

 15

Item 5. Other Information

None.

Item 6. Exhibits

(a) The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

Exhibit
Number	Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
10.01.1	Definitive Agreement, dated December 17, 2015 (1)
10.01-2	Exploration and Option Agreement, dated September 15, 2015 (1)
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

(1) Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2016.

 * Filed herewith.

 16

SignatureS

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEVADA CANYON GOLD CORP.
November 14, 2016	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

 17

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey A. Cocks, certify that:

1.        I have reviewed this Quarterly Report on Form 10-Q of Nevada Canyon Gold Corp. (the “registrant”);

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

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

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

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

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

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

5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: November 14, 2016	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Executive Officer
	(Principal Executive Officer)
	Chief Financial Officer
	(Principal Financial Officer)
	and President

EX-31.2

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2016, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2016	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Executive Officer
	(Principal Executive Officer)
	Chief Financial Officer
	(Principal Financial Officer)
	and President

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 11, 2016
Document And Entity Information
Entity Registrant Name	Nevada Canyon Gold Corp.
Entity Central Index Key	0001605481
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		44,050,000
Trading Symbol	NGLD
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

XML

Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash	$ 107,730	$ 39,027
Prepaid expenses	12,782	910
Total Current Assets	120,512	39,937
Mineral property interest	65,000	65,000
TOTAL ASSETS	185,512	104,937
Current Liabilities
Accounts payable and accrued liabilities	8,200	1,406
Related party advances	93,000	63,000
Note payable		100,425
TOTAL LIABILITIES	101,200	164,831
Stockholders' Equity (Deficit)
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of September 30, 2016 and December 31, 2015
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 44,050,000 issued and outstanding as of September 30, 2016 and 219,500,000 issued and outstanding as of December 31, 2015	4,405	21,950
Additional paid in capital	475,695	75,150
Accumulated deficit	(395,788)	(156,994)
Total Stockholders' Equity (Deficiency)	84,312	(59,894)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 185,512	$ 104,937

XML

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Preferred stock, shares issued
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	44,050,000	219,500,000
Common stock, shares outstanding	44,050,000	219,500,000

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenue		$ 3,000		$ 4,000
Operating expenses
Exploration expenses	114,329		153,453
General and administrative expenses	22,986	203	37,583	4,452
Professional fees	3,924	8,125	30,101	27,214
Transfer agent and filing fees	4,024	3,565	9,576	17,748
Total Operating expenses	(145,263)	(11,893)	(230,713)	(49,414)
Other items
Accrued interest recovery (expense)	2,412		(81)
Share-based payment			(8,000)
Net and comprehensive loss	$ (142,851)	$ (8,893)	$ (238,794)	$ (45,414)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding
Basic and diluted	44,050,000	218,500,000	103,828,284	218,493,590

XML

Statements of Cash Flow (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows used in operating activities
Net loss	$ (238,794)	$ (45,414)
Adjustment to reconcile net loss to net cash used by operating activities:
Accrued interest expense	81
Share-based payment	8,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	6,794	(9,517)
Prepaid expenses	(11,872)
Net cash used by operating activities	(235,791)	(54,931)
FINANCING ACTIVITIES
Subscription deposits		(3,500)
Undeposited funds		8,500
Common stock	375,000	3,500
Related party advances	30,000
Repayment of note payable	(100,506)
Net cash provided by financing activities	304,494	8,500
Net increase (decrease) in cash	68,703	(46,431)
Cash, at beginning	39,027	81,600
Cash, at end	107,730	35,169
Supplemental cash flow information:
Cash paid for interest	506
Cash paid for income taxes
Significant non-cash transactions:
Common stock issued for corporate name	$ 8,000

XML

Nature of Business

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

NOTE 1 - NATURE OF BUSINESS

Nevada Canyon Gold Corp. (formerly Tech Foundry Ventures, Inc.) (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp.

On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has only recently begun its exploration operations and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock.

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Basis of Presentation

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Presentation

NOTE 2 - BASIS OF PRESENTATION

The unaudited interim financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by US GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

Recent Accounting Pronouncements

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

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Related Party Transactions

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 3 – RELATED PARTY TRANSACTIONS

Amounts due to related parties at September 30, 2016 and December 31, 2015:

	September 30, 2016		December 31, 2015
Advances due to the Chief Executive Officer (“CEO”)	$	51,000	$	21,000
Advances due to a director		21,000		21,000
Advances due to a major shareholder		21,000		21,000
Related party advances	$	93,000	$	63,000

As at September 30, 2016, the Company’s three shareholders had advanced $93,000 (December 31, 2015 - $63,000) to fund working capital expenses. These advances are unsecured and do not carry an interest rate or repayment terms.

On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation. As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.

During the nine month period ended September 30, 2016, the Company issued 800,000 shares with a fair value of $8,000 to Nevada Canyon Gold Corporation, a Company with the President and CEO in common with the Company, to purchase its corporate name, domain name, and all related content (Note 6).

During the year ended December 31, 2015, the Company entered into a definitive agreement with Nevada Canyon Gold Corporation, a company with the President and CEO in common with the Company (Note 4).

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Mineral Property Interest

9 Months Ended

Sep. 30, 2016

Extractive Industries [Abstract]

Mineral Property Interest

NOTE 4 – MINERAL PROPERTY INTEREST

On December 17, 2015, the Company entered into a definitive agreement with Nevada Canyon Gold Corporation, a Nevada corporation (“NCG”), to acquire all of NCG’s rights, titles and interests in and into an exploration agreement with an option to form a joint venture with Walker River Resources Corp., a Canadian public company (“WRR”), dated September 15, 2015 (the “Agreement”). WRR owns a 100% undivided interest in and to the Lapon Canyon Gold Property, containing the Lapon Canyon claims, the subject of the Agreement.

The Agreement does not grant the Company an interest in or to the Lapon Canyon claims, or any equity interest in WRR, but rather, grants the Company the right to earn up to an undivided 50% interest in the Lapon Canyon claims by incurring expenditures of $500,000, over a two-year period, in exploration expenses in a work program established and operated by WRR on the Lapon Canyon claims and, thereafter, grants the Company an option to enter into a joint venture with WRR for further exploration and development of the Lapon Canyon claims. The Agreement also grants the Company the first right of refusal to acquire an additional 20% interest in the Lapon Canyon claims by the expenditure of additional funds and performance of additional tasks, all related to the joint venture.

Full consideration for all rights in and to the Agreement consisted of the following: payment of $65,000 by the Company to NGC, consisting of an initial cash payment of $25,000 deposit, a cash payment of $30,000 and the balance of $10,000 paid through the issuance of 1,000,000 restricted common shares of the Company issued to NGC at a price of $0.01. All consideration had been fully paid as at December 31, 2015.

During the nine month period ended September 30, 2016, the Company incurred exploration expenses totaling $153,453 (2015 – $Nil) on the Lapon Canyon claims.

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Note Payable

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Note Payable

NOTE 5 – NOTE PAYABLE

During the year ended December 31, 2015, the Company borrowed $100,000 (the “Loan”). The Loan bore an interest rate of 5%, with all outstanding principal and interest due on July 31, 2016. On August 1, 2016, the Company renegotiated the terms of the Loan, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75%. The Company repaid the Loan and accrued interest totaling $100,506 in accordance with the new terms on August 2, 2016. Accordingly, the Company recognized a recovery of interest expense totaling $2,837 as a result of the reduced interest rate.

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Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Stockholders' Equity (Deficit)

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares, and one class of preferred stock, $0.0001 par value and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split. The outstanding share capital of the Company as at December 31, 2015, exceeded the authorized share capital as a result of the forward split, however, prior to the stock split, on April 4, 2016, the Company cancelled 180,000,000 common shares held by three founding shareholders of the Company. As a result, the actual common shares outstanding at December 31, 2015, did not exceed those authorized.

The stock split did not affect the par value of the Company’s common stock. As a result, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was increased proportionately based on the stock split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital was increased.

On March 30, 2016, the Company issued 800,000 shares with a total fair value of $8,000 to purchase the intangible assets of NCG which included its corporate name and its domain name and all related content, which was expensed and included in corporate costs.

On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation (Note 3). As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.

On June 21, 2016, the Company completed its private placement offering by issuing to the subscribers a total of 3,750,000 shares of $0.0001 par value restricted common stock at $0.10 per share for total proceeds of $375,000.

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Amounts due to related parties at September 30, 2016 and December 31, 2015:

	September 30, 2016		December 31, 2015
Advances due to the Chief Executive Officer (“CEO”)	$	51,000	$	21,000
Advances due to a director		21,000		21,000
Advances due to a major shareholder		21,000		21,000
Related party advances	$	93,000	$	63,000

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Nature of Business (Details Narrative)	Apr. 28, 2016
Nature Of Business Details Narrative
Common stock split	Common stock on a 10:1 basis

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Related Party Transactions (Details Narrative)			9 Months Ended
	Jun. 21, 2016 USD ($) shares	Apr. 04, 2016 shares	Sep. 30, 2016 USD ($) Shareholders shares	Dec. 31, 2015 USD ($)
Number of shareholders | Shareholders			3
Shareholders advances | $			$ 93,000	$ 63,000
Common stock, cancellation		180,000,000
Company issued, shares	3,750,000
Shares issued, value | $	$ 375,000
Three Shareholders [Member]
Common stock, cancellation		60,000,000
Number of pre-split shares tendered		6,000,000
Nevada Canyon Gold Corporation [Member]
Company issued, shares			800,000
Shares issued, value | $			$ 8,000

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Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)	Sep. 30, 2016	Sep. 30, 2015
Due to Related Parties	$ 93,000	$ 63,000
Majority Shareholder [Member]
Due to Related Parties	21,000	21,000
Chief Executive Officer [Member]
Due to Related Parties	51,000	21,000
Director [Member]
Due to Related Parties	$ 21,000	$ 21,000

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Mineral Property Interest (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 17, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Jun. 21, 2016
Shares issued price per share							$ 0.10
Exploration expenses		$ 114,329		$ 153,453
Walker River Resources Corp [Member]
Percentage of undivided interest	100.00%
Lapon Canyon Claims [Member]
Percentage of undivided interest	50.00%
Mineral property incurring expenditures	$ 500,000
Percentage of additional equity interest	20.00%
Exploration expenses				$ 153,453
Nevada Corporation [Member]
Mineral property payment amount	$ 65,000
Initial cash payment to mineral property	25,000
Deposit cash payment	30,000
Issuance of shares for debt, value	$ 10,000
Issuance of shares for debt, shares	1,000,000
Shares issued price per share	$ 0.01

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Note Payable (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Aug. 02, 2016	Sep. 30, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Proceeds loan from unrelated party			$ 100,000
Debt instruments interest rate		0.75%	5.00%
Debt instruments maturity date		Aug. 02, 2016	Jul. 31, 2016
Interest expense, debt		$ 2,837
Repayments of loan and accrued interest	$ 100,506

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Stockholders' Equity (Deficit) (Details Narrative) - USD ($)					9 Months Ended
	Jun. 21, 2016	Apr. 28, 2016	Apr. 04, 2016	Mar. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Common stock par value	$ 0.0001				$ 0.0001	$ 0.0001
Common stock, shares authorized					100,000,000	100,000,000
Preferred stock par value					$ 0.0001	$ 0.0001
Preferred stock, shares authorized					10,000,000	10,000,000
Common stock voting rights					Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.
Company common stock split		Common stock on a 10:1 basis
Number of common stock cancelled during period			180,000,000
Number of shares issued to purchase intangible assets of ncg which included its corporate name and its domain name and all related content				800,000
Number of shares issued to purchase intangible assets of ncg which included its corporate name and its domain name and all related content, value				$ 8,000
Issuance of common stock	$ 375,000
Issuance of common stock, shares	3,750,000
Common share price per share	$ 0.10
Three Shareholders [Member]
Number of common stock cancelled during period			60,000,000
Number of pre-split shares tendered			6,000,000