UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
|- | ----------------------------------------------------------------------------



For the fiscal year ended July 31, 2016



| ̈ | TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transaction period from __________ to __________



Commission File Number: **333-145879**



|GOLD LAKES CORP.                                  
|--------------------------------------------------
|(Exact name of registrant as specified in charter)



|**Nevada**                                                   |  | **74-3207964**            
|------------------------------------------------------------ |  | --------------------------
|State or other jurisdiction of incorporation or organization |  | (I.R.S. Employee I.D. No.)



|**3401 Enterprise Parkway, Suite 340, Beachwood, OH** | **** | **42122** 
|----------------------------------------------------- | ---- | ----------
|(Address of principal executive offices)              |      | (Zip Code)



Registrant’s telephone number **216-916-9393**



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



|**Title of each share** | **** | **Name of each exchange on which registered**
|----------------------- | ---- | ---------------------------------------------
|None                    |      | None                                         



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



**None**

(Title of Class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act o Yes   x No



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



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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes   o No



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). x Yes   o No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K x



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





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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes oNo 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 recent completed second fiscal quarter. On October 23, 2016, the market value of the 35,596,935 shares held by non-affiliates was $889,923.



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



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



November 8, 2016: 103,096,935 common shares



DOCUMENTS INCORPORATED BY REFERENCE



Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes.















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**Contents**





|**PART I**   |                                                                                                             |  |    | 
|------------ | ----------------------------------------------------------------------------------------------------------- |  | -- | 
|             |                                                                                                             |  |    | 
|ITEM 1.      | BUSINESS                                                                                                    |  | 3  | 
|ITEM 1A.     | RISK FACTORS                                                                                                |  | 5  | 
|ITEM 1B.     | UNRESOLVED STAFF COMMENTS                                                                                   |  | 15 | 
|ITEM 2.      | PROPERTIES                                                                                                  |  | 15 | 
|ITEM 3.      | LEGAL PROCEEDINGS                                                                                           |  | 25 | 
|ITEM 4.      | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                                                       |  | 25 | 
|             |                                                                                                             |  |    | 
|**PART II**  |                                                                                                             |  |    | 
|             |                                                                                                             |  |    | 
|ITEM 5.      | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES |  | 26 | 
|ITEM 6.      | SELECTED FINANCIAL INFORMATION                                                                              |  | 27 | 
|ITEM 7.      | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS                      |  | 28 | 
|ITEM 7A.     | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                   |  | 32 | 
|ITEM 8.      | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                 |  | 33 | 
|ITEM 9.      | CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 33 | 
|ITEM 9A.     | CONTROLS AND PROCEDURES                                                                                     |  | 34 | 
|ITEM 9 B.    | OTHER INFORMATION                                                                                           |  | 34 | 
|             |                                                                                                             |  |    | 
|**PART III** |                                                                                                             |  |    | 
|             |                                                                                                             |  |    | 
|ITEM 10      | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                      |  | 35 | 
|ITEM 11.     | EXECUTIVE COMPENSATION                                                                                      |  | 38 | 
|ITEM 12.     | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS              |  | 40 | 
|ITEM 13.     | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                   |  | 42 | 
|ITEM 14.     | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                      |  | 43 | 
|             |                                                                                                             |  |    | 
|**PART IV**  |                                                                                                             |  |    | 
|             |                                                                                                             |  |    | 
|ITEM 15.     | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                     |  | 44 | 





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PART 1



ITEM 1. BUSINESS



History and Organization



Gold Lakes Corp., (“Gold Lakes”, the “company” or “we”) was incorporated in the State of Nevada on January 18, 2007, and established a fiscal year end of July 31. We do not have any subsidiaries or affiliated companies. On August 28, 2015, we entered into an Equity Participation and Earn-In Agreement (the "Flex Agreement") with Flex Mining Ltd., a Delaware corporation ("Flex"), pursuant to which we issued 70,500,00 (23,500,000 pre-split) shares of restricted common stock to Flex. Under the terms of the Flex Agreement, we became eligible to earn 100% of the issued and outstanding shares of Flex by investing $1,000,000 in property expenditures on Flex's properties over the next three years. Flex owns 100% of six mining claims, named the Big Monty Claims, in the historic Abitibi Greenstone Belt in Northern Ontario, Canada. We plan to conduct exploration activities on the Big Monty Claims. On August 15, 2015, the Company reverse split its issued shares on the basis of one post-split share for every two hundred pre-split shares. On July 15, 2016, the company forward split its issued shares on the basis of three post-split shares for every one pre-split share. On July 5, 2016, we entered into a Share Lock-Up Agreement with Flex Mining Ltd., our largest shareholder, Christopher Vallos, our sole officer and director, and Edwin Morrow, our advisor and consultant. The purpose of the Share Lock-Up Agreement was to ensure that our largest shareholder, officers and advisors would not pledge, assign, encumber, contract to sell, sell, or otherwise transfer or dispose of any shares of our common stock for a period of 120 days following the effective date of the Share Lock-Up Agreement. In exchange for their compliance with the Share Lock-Up Agreement, we agreed to issue 50,000 restricted shares of common stock to each of Mr. Vallos and Mr. Morrow upon the expiration of the 120-day lock-up period.



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



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



Since we are an exploration stage company, there is no assurance that a commercially viable mineral reserve exists on any of our current or future properties. To date, we do not know if an economically viable mineral reserve exists on our property and there is no assurance that we will discover one. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.





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We have incurred losses since inception and we must raise additional capital to fund our operations. There is no assurance we will be able to raise this capital or that if we raise the capital that the oral agreement to extend the payment terms will be honored.



There is no assurance that a commercially viable mineral deposit, a reserve, exists on our mineral claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility. Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not currently have and may never be able to raise.



We are planning on conducting exploration activities on the Big Monty Claims.



We have no full time employees and our management devotes a percentage of their time to the affairs of our Company. Our website is www.goldlakes.com



Our administrative office is located at Suite 340, 3401 Enterprise Parkway, Beachwood, OH 44122. Our telephone number is 216-916-9303. Presently our outstanding share capital is 103,096,935 common shares. We have no other type of shares either authorized or issued.



Our current auditors have expressed substantial doubt about our ability to continue as a going concern in their audit report attached to the financial statements. We have $2,573 cash as at July 31, 2016 ($nil -2015) and have liabilities of $2,078,037. Since our inception we have incurred accumulated losses of $26,436,952. We anticipate minimum operating expenses for the next twelve months of $253,500. It is extremely unlikely we will earn any revenue for a minimum of 5 years. We do not have any employees either full or part time.



Gold Lakes is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Qs.



The shareholders may read and copy any material filed by Gold Lakes with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330 begin_of_the_skype_highlightingend_of_the_skype_highlighting. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which Gold Lakes has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.



Planned Business



The following discussion should be read in conjunction with the information contained in the financial statements of Gold Lakes and the notes, which forms an integral part of the financial statements, which are attached hereto.



The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.



This Form 10-K also contains forward-looking statements that involve risks and uncertainties. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition, or results of operations could be materially adversely affected and the price of our common stock could decline on the OTC Bulletin Board (the “OTCBB”).





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ITEM 1A. RISK FACTORS



You should carefully consider the risks described below, together with all of the other information included in our public filings, before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.



Risks Related to Our Business



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



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, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claims may not result in the discovery of commercially viable mineral deposits. 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 do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.



Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail, and investors may lose their entire investment.



We have been conducting, and plan to conduct, mineral exploration activities on our mineral properties. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on our properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably, and investors may lose all of their investment in our company.



The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations.



Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to the stage of producing mines. Our current exploration efforts are, and any future development or mining operations we may elect to conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, including, but not limited to:





| | · | Economically insufficient mineralized material;                    
| | - | -------------------------------------------------------------------
| | · | Fluctuations in production costs that may make mining uneconomical;
| | · | Labor disputes;                                                    
| | · | Unanticipated variations in grade and other geologic problems;     
| | · | Environmental hazards;                                             





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| | · | Water conditions;                                             
| | - | --------------------------------------------------------------
| | · | Troublesome surface or underground conditions;                
| | · | Industrial accidents;                                         
| | · | Metallurgical and other processing problems;                  
| | · | Mechanical and equipment performance problems;                
| | · | Failure of pit walls or dams;                                 
| | · | Unusual or unexpected rock formations;                        
| | · | Personal injury, fire, flooding, cave-ins, and landslides; and
| | · | Decrease in reserves due to a lower gold price.               

Any of these risks can materially and adversely affect, among other things, the development of mineral properties, production quantities and rates, costs and expenditures, and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses proportionate to amounts spent, which may not be recoverable.



The potential profitability of mineral ventures depends in part upon factors beyond the control of our company, and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.



The commercial feasibility of mineral properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production, and environmental regulation. These factors cannot be accurately predicted and any one or more of these factors may result in our company not receiving an adequate return on invested capital. These factors may have material and negative effects on our financial performance and our ability to continue operations.



Because mineral exploration and development activities involve inherent risks, we may be exposed to environmental liabilities, which may result in a financial loss to our shareholders.



The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, our mineral properties do not have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labor are inherent risks involved in extraction operations and exploration programs. Without liability insurance, we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. Previous mining exploration activities may have caused environmental damage to our mineral properties. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators. If our mineral properties are found to have commercial quantities of ore, we may be subject to additional risks involved with future development and production activities.



Mineralized material is based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.



Unless otherwise indicated, mineralized material presented in our filings with securities regulatory authorities, including the SEC, press releases, and other public statements that may be made from time to time, are based upon estimates made by our consultants. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties. Until mineralized material is actually mined and processed, it must be considered an estimate only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property's return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered at production scale. The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades, and operating costs that may prove inaccurate. Extended declines in market prices for gold and other precious metals may render portions of our mineralized material uneconomical, which may adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.





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The construction of mines is subject to all of the risks inherent in construction.



These risks include potential delays, cost overruns, shortages of material or labor, construction defects, and injuries to persons and property. While we anticipate taking all measures which we deem reasonable and prudent in connection with any future construction, there is no assurance that the risks described above will not cause delays or cost overruns in connection with such construction. Any delay would postpone our anticipated receipt of revenue and adversely affect our operations. Cost overruns would likely require us to obtain additional capital in order to commence production. Any of these occurrences may adversely affect our ability to generate revenues and the price of our stock.



Mineral exploration and development activities are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated, causing an adverse effect on our company.



Mineral exploration and development activities are subject to various laws, regulations and policies governing prospecting, mine development, mineral production, removal and transport of natural resources, as well as discharge of materials into the environment. Mining activities are also subject to various regulations regarding taxation, import and export, labor standards, occupational health standards, safety standards, waste disposal, toxic substances, land use, water use, environmental protection, and other matters.



Permits from various foreign, federal, state, provincial and local governmental authorities are required for mining operations to be conducted, and no assurance can be given that such permits will be successfully obtained. Environmental and other legal standards imposed by governmental authorities may be changed, and any such change may prevent us from conducting planned activities, or increase our costs of doing so, which could have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on our business operations. Additionally, we may be subject to liability for pollution or other environmental damages, which we may not be able to insure against due to prohibitive premium costs and other financial and practical considerations. Any laws, regulations, or policies of any government body or regulatory agency may be changed, applied, or interpreted in a manner which will alter and negatively affect our ability to carry on our business. We cannot assure you that new rules and regulations will not be enacted, or that existing rules and regulations will not be applied in a manner which could limit or curtail our exploration or development activities on our properties.



We believe that we are in compliance with all material laws and regulations that currently apply to our activities, but there can be no assurance that we can continue to remain in compliance. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such necessary approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.



As we face intense competition in the mineral exploration industry, we will have to compete with our competitors for financing, and for qualified managerial and technical employees.



Our existing property rights are in Canada, and our competition there includes large, established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.



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Title to mineral properties can be uncertain, and we may be at risk of losing ownership rights to one or more of our properties.



Our ability to explore and operate our properties depends on the validity of title to such properties. Certain mining rights, such as unpatented mining claims, provide only possessory title, and their validity is often subject to contest by third parties or the government, which makes the validity of such claims uncertain and risky. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work, and possible conflicts with other claims not determinable from descriptions of record. We have not obtained a title opinion on any of our properties, with the attendant risk that title to some claims, particularly title to undeveloped property, may be defective. There may be valid challenges to the title to our property which, if successful, could impair development and/or operations. We remain at risk that the mining claims may be forfeited either to appropriate governmental authorities or to rival private claimants.



If we are unable to fully perform under the Flex Agreement, we may be at risk of losing our rights to the Big Monty Claims.



Our current operational focus is on completing exploration activities on the Big Monty Claims in Northern Ontario, Canada. Our interest in the Big Monty Claims is derived from the Flex Agreement and the Flex Addendum. The terms of the Flex Agreement and Flex Addendum require us to incur substantial expenditures totaling $1,000,000 over the next three years in furtherance of the exploration and development of the Big Monty Claims. If we are unable to incur the expenditures required, we may satisfy any deficiency by making an equivalent cash payment to Flex. If we fail to make the required expenditures or equivalent payments, Flex will have the option to repurchase the Assets from us. Accordingly, if we lack sufficient funds to make the required expenditures or equivalent payments under the Flex Addendum, we may be at risk of losing our rights to explore and develop the Big Monty Claims.



We may not have sufficient funding for exploration, which may impair our profitability and growth.



The capital required for exploration of mineral properties is substantial. From time to time, we will need to raise additional cash, or enter into financing or joint venture arrangements, in order to fund the exploration activities required to determine whether mineral deposits on our projects are commercially viable. New financing or acceptable joint venture partners may or may not be available on a basis that is acceptable to us. Inability to obtain new financing or joint venture partners on acceptable terms may prohibit us from continued exploration of our mineral properties. Without successful sale or future development of our mineral properties through joint venture, we will not be able to realize any profit from our interests in such properties, which could have a material adverse effect on our financial position and results of operations.



We have no reported mineral reserves, and if we are unsuccessful in identifying mineral reserves in the future, we may not be able to realize any profit from our property interests.



We are an exploration stage company and have no reported mineral reserves. Any mineral reserves will only come from extensive additional exploration, engineering, and evaluation of existing or future mineral properties. The lack of reserves on our mineral properties could prohibit us from sale or joint venture of our mineral properties. Additionally, if we or partners to whom we may joint venture our mineral properties are unable to develop reserves on our mineral properties, we may be unable to realize any profit from our interests in such properties, which could have a material adverse effect on our financial position or results of operations.



If the cost of extracting any minerals that might be found on our mineral properties exceeds the selling price of such minerals, we would not be able to develop the mineral properties. Accordingly, even if ore reserves were found on the properties, we may still not be able to economically extract the minerals from the properties, in which case we would have to abandon the properties and seek other mineral properties to develop. Alternatively, our inability to obtain profits from our mineral properties may cause us to suspend or cease our operations.





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Severe weather or violent storms could materially affect our operations due to damage or delays caused by such weather.



Our exploration activities are subject to normal seasonal weather conditions that often hamper, and may temporarily prevent, exploration activities. There is a risk that unexpectedly harsh weather or violent storms could affect areas where we conduct exploration activities. Delays or damage caused by severe weather could materially affect our operations or our financial position.



Our business is extremely dependent on gold, commodity prices, and currency exchange rates, over which we have no control.



Our operations will be significantly affected by changes in the market price of gold and other commodities since the evaluation of whether a mineral deposit is commercially viable is heavily dependent upon the market price of gold and other commodities. The price of commodities also affects the value of exploration projects we own or may wish to acquire. These prices of commodities fluctuate on a daily basis and are affected by numerous factors beyond our control. The supply and demand for gold and other commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of these commodities, including governmental reserves, and stability of exchange rates can all cause significant fluctuations in commodity prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The prices of commodities have fluctuated widely over the years, and future significant price declines could have a material adverse effect on our financial position or results of operations.



Fluctuating gold prices could negatively impact our business plan.



The potential for profitability of our gold mining operations and the value of our mining properties are directly related to the market price of gold. The price of gold may also have a significant influence on the market price of our shares. If we obtain positive drill results and progress one of our properties to a point where a commercial production decision can be made, our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before any revenue from production would be received. A decrease in the price of gold at any time during future exploration and development may prevent our property from being economically mined, or result in the write-off of assets whose value is impaired as a result of lower gold prices. The price of gold is affected by numerous factors beyond our control, including inflation, fluctuation of the United States dollar and foreign currencies, global and regional demand, the purchase or sale of gold by central banks, and the political and economic conditions of major gold producing countries throughout the world. The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. In the event gold prices decline and remain low for prolonged periods of time, we may be unable to develop our properties or produce any revenue.



Estimates of mineralized materials are subject to geologic uncertainty and inherent sample variability.



Although the estimated resources at our existing properties will be delineated with appropriately spaced drilling, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There also may be unknown geologic factors that have not been identified or correctly appreciated at the proposed level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of these resulting variances may have a positive effect, while others may have a negative effect on mining and processing operations. These uncertainties are inherent risks in any mining operation.



Risks Related to Our Company



We have incurred losses in prior periods and may incur losses in the future.



We cannot assure you that we will achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. We may not achieve our business objectives, and the failure to achieve such objectives may significantly affect our ability to continue as a going concern.





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Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.



In their report dated November xx, 2016, our independent auditors stated that our financial statements for the fiscal year ended July 31, 2016 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of the early stage of our Company with limited operations and resources. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.



Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.



There is no assurance that we will operate profitably or generate positive cash flow in the future. We will require additional financing in order to proceed beyond the first few months of our exploration program. We will also require additional financing for the fees we must pay to maintain our status in relation to the rights to our properties, and to pay the fees and expenses necessary to become and operate as a public company. We will also need more capital if the costs of the exploration of our existing projects are greater than we have anticipated. We will need additional financing to sustain our business operations if we are not successful in earning revenues. We may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when such financing is required. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.



Until we obtain additional capital, we must limit our exploration activities, which may affect our ability to discover an ore body. Without an ore body, we cannot generate revenues, and our shareholders will lose their investment.



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



| | · | Costs of bringing the property into production, including exploration, preparation of production feasibility studies, and construction of production facilities;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Availability and cost of financing;                                                                                                                             
| | · | Ongoing costs of exploration, development and production;                                                                                                       
| | · | Market prices for the minerals to be produced;                                                                                                                  
| | · | Environmental compliance costs and restraints; and                                                                                                              
| | · | Political climate and applicable governmental regulations and controls.                                                                                         



Our ongoing programs will require substantial funds. Because we may have to limit our exploration activities until we obtain additional funding, we may not find an ore body, even though our properties may contain mineralized material. Without an ore body, we cannot generate revenues, and our shareholders will lose their investment in our Company.



Because we may never earn revenues from our operations, our business may fail and then investors may lose all of their investment in our company.



We have no history of revenues from operations. We have yet to generate positive earnings, and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and is in the exploration stage. The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of mineral reserves on our properties, or selling the rights to exploit such mineral reserves. If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.





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Prior to completion of the exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses in the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims in the future, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.



If we do not repay our outstanding debt obligations, our creditors may take legal action against us.



On July 31, 2012, we converted $40,000 in accounts payable into a convertible promissory note in the principal amount of $40,000. The note had a maturity date of July 31, 2013. We are currently in default on this note. We are also in default under a promissory note agreement from July 2012, pursuant to which we received $17,500 in 2012 and an additional $4,000 in 2014. Principal and interest under this note were due on September 15, 2012. We have not received any notice of default from these lenders, and we intend to pay off the amounts owed under these notes in the future when we have sufficient funding. However, even though we have not received notice of any intent to file a lawsuit to collect on the amounts in arrears to date, we cannot assure you that a lawsuit will not be filed in the future. We are currently in default with two notes, one a convertible promissory note from July 2012 for $40,000 and a second one a promissory note from July 2012 in the amount of $17,500 plus $4,000 in 2014.



If we are unable to service or repay our debt obligations as they become due, our creditors may take legal action against us, or we may be forced to liquidate our assets or materially curtail our operations.



If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our debt. Our cash flow and capital resources may not be sufficient for payments of interest on and principal of our debt, and the alternative measures outlined above may not be successful and may not permit us to meet our scheduled debt service obligations. If we are unable to fund our debt service obligations through any of the alternative measures outlined above, we may be subject to lawsuits relating to our inability to repay our indebtedness.



We cannot assure you that we will be able to repay or refinance any of our indebtedness or obtain additional financing, particularly because of the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.



We are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with existing and future requirements could adversely affect our business.



We face corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules, and regulations continue to evolve and may become increasingly stringent in the future. In particular, we are required to include management's report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. We strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules, and regulations is expected to remain substantial. We cannot assure you that we will be able to fully comply with these laws, rules, and regulations involving corporate governance, internal control reporting, and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition, and the value of our securities.



Our business is dependent on key executives, and the loss of any of our key executives could adversely affect our business, future operations and financial condition.



We are dependent on the services of our executive officer, Christopher Vallos. Mr. Vallos has many years of relevant corporate, financial, and entrepreneurial experience. We may not be able to replace that experience and knowledge with other individuals. We do not have "Key-Man" life insurance policies on Mr. Vallos. The loss of Mr. Vallos, or our inability to attract and retain additional highly skilled employees, may adversely affect our business, future operations, and financial condition.





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The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.



Our Articles of Incorporation contain a provision permitting us to indemnify our directors and executive officers, and former directors and executive officers, to the fullest extent provided by Nevada law. Specifically, our Articles provide that no director or officer shall be personally liable to the Company or any of its shareholders for damages for breach of fiduciary duty as a director or officer; provided, however, that our directors and officers will remain liable for acts or omissions involving intentional misconduct, fraud or knowing violations of law, and for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.



The relative lack of public company experience of our management team may put us at a competitive disadvantage.



Our management team does not have extensive public company experience and is generally unfamiliar with the requirements of the United States securities laws, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. The individuals who now constitute our senior management team have limited experience managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.



Risks Related to an Investment in Our Securities



Trading on the OTCQB may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.



Our common stock is quoted on the OTCQB. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like NYSE Amex. Accordingly, shareholders may have difficulty reselling any of their shares.



A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.



Our common shares are currently traded with low or no volume, based on quotations on the "Over-the-Counter Bulletin Board." This means that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more viable. Additionally, many brokerage firms may not be willing to effect transactions in our securities. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or nonexistent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot assure you that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.





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Investors should be aware that, according to SEC Release No. 34-29093, the market for "penny stocks" has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.



We have not paid any cash dividends to date, and we do not expect to pay any cash dividends in the foreseeable future.



We do not anticipate paying cash dividends on our common stock in the foreseeable future, and we may never have sufficient funds legally available to pay such dividends. Even if funds are legally available for distribution to our shareholders, our Board of Directors may nevertheless decide not to pay any dividends. We currently intend to retain all earnings to put toward our continued operations.



Future issuances of common stock may have a significant effect on the value of existing shareholders' investment.



Our articles of incorporation authorize the issuance of up to 500,000,000 shares of common stock, par value $0.001. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties, to fund our overhead and general operating requirements, and in exchange for services rendered to the Company. Such issuances may not require the approval of our shareholders. Any future issuances may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares in the future, such issuance will reduce the proportionate ownership and voting power of all current shareholders.



The issuance of shares upon conversion of the Convertible Notes and exercise of outstanding warrants may cause immediate and substantial dilution to our existing stockholders.



The issuance of shares upon conversion of the Convertible Notes and exercise of Warrant may result in substantial dilution our existing stockholders. Although the selling stockholders may not convert their secured convertible notes and/or exercise their warrants or other convertible securities if such conversion or exercise would cause them to own more than 4.99% or 9.99%, as applicable to such security, of our outstanding common stock, this restriction does not prevent the selling stockholders from converting and/or exercising some of their holdings and then converting the rest of their holdings. In this way, the selling stockholders could sell more than this limit while never holding more than this limit. There is no upper limit on the number of shares that may be issued which will have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock. Further, any additional financing that we secure may require the granting of rights, preferences or privileges senior to those of our common stock and which result in additional dilution of the existing ownership interests of our common stockholders.



Price protection in certain of our outstanding warrants may reduce the amount of capital we may receive upon exercise of such warrants.



Certain of our outstanding warrants contain price protection upon the future issuance of any shares of common stock or securities convertible or exercisable into our common stock at a price below the then-existing exercise price of the warrants (with certain exceptions). Because these price adjustment provisions will have the effect of lowering the price at which shares of our common stock are issued upon exercise of the warrants, if such warrants are exercised for cash, we will receive reduced proceeds. Any such reduction in proceeds may have an adverse effect on our future working capital requirements.





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The sale or issuance of our common stock to Himmil at a discount, and the resale of shares of our common stock and cashless exercise of the outstanding warrants by Himmil, could adversely affect the market price of our shares of common stock.



The number of shares ultimately offered for sale by Himmil under this prospectus is dependent upon the number of shares ultimately purchased by Himmil under the Purchase Agreement. Additionally, because the per share purchase price for the shares will be equal to the lesser of (i) $1.10 per share (pre-split), and (ii) 50% of the lowest trade price of the common stock during the 20 consecutive trading days ending and including the trading day immediately preceding such date of determination and conversion, as set forth in the Purchase Agreement, Himmil will likely pay less than the then-prevailing market price for our common stock upon such conversion, and the actual purchase price for the shares that we may sell to Himmil will fluctuate based on the trading price of our common stock during the term of the Purchase Agreement. Depending on market liquidity at the time, the sale of a substantial number of shares of our common stock to Himmil at a discount to the then-prevailing market price for our common stock under the Purchase Agreement, and the resale of such shares by Himmil into the public market, or the perception that such sales may occur, could cause the trading price of our common stock to decline, which may result in substantial dilution to existing stockholders, and which would make it more difficult for us to sell equity or equity-related securities in the future.



Because Himmil's purchase price will likely be lower than the prevailing market price of our common stock at the time of any such conversion, to the extent that the conversion right is exercised, our existing stockholders' ownership interests may be diluted. Himmil will have a financial incentive to sell our common stock immediately upon receiving the shares in order to realize the profit equal to the difference between the discounted price and the market price. If Himmil sells the shares, the price of our common stock could decrease, and if our stock price decreases, Himmil may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further adverse impact on our stock price. Because the actual purchase price for the shares that we may sell to Himmil will fluctuate during the term of the Purchase Agreement, we are not able to determine at this time the exact number of shares of our common stock that we will issue under the Purchase Agreement and, therefore, the exact number of shares we will ultimately register for resale under the Securities Act. The resale of such a substantial number of shares of our common stock relative to our current market capitalization into the public market by Himmil, or the perception that such sales may occur, could significantly depress the market price of our common stock and cause substantial dilution to our existing stockholders.



The market price of our common stock may also be adversely affected by the cashless exercise option provided to Himmil under the Warrant with no corresponding financial benefit to us in the event the warrants were instead exercised for cash. In the event that Himmil exercises its cashless exercise right under the Warrant, we will issue to Himmil a certain number of shares of common stock, as determined by the formula set forth in the Warrant, without receiving any cash payment for such shares. Such an issuance may result in dilution to our existing stockholders, and may cause the trading price of our common stock to decline.



Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.



Our stock is categorized as a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.





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FINRA sales practice requirements may also limit a shareholder's ability to buy and sell our stock.



In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority's requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.



Forward Looking Statements



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



ITEM 1B. UNRESOLVED STAFF COMMENTS



There are no unresolved staff comments outstanding at the present time.



ITEM 2. PROPERTIES



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



We have entered into an Equity Participation and Earn-In Agreement with Flex Mining Ltd. on the following property



Big Monty Claims



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



|**Mining Claim #** | **** | **** | **# of 16HA****Claim Units** | **** | **** | **# of Hectares** | **** | ****  | **# of Acres** | 
|------------------ | ---- | ---- | ---------------------------- | ---- | ---- | ----------------- | ---- | ----- | -------------- | 
|4256641            |      |      |                              | 16   |      |                   |      | 256   |                | 
|4256642            |      |      |                              | 16   |      |                   |      | 256   |                | 
|4256644            |      |      |                              | 6    |      |                   |      | 96    |                | 
|4256645            |      |      |                              | 9    |      |                   |      | 144   |                | 
|4256646            |      |      |                              | 11   |      |                   |      | 176   |                | 
|4256647            |      |      |                              | 12   |      |                   |      | 192   |                | 
|                   |      |      |                              | 70   |      |                   |      | 1,120 |                | 





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Location and Access

****

The Big Monty Claims are located approximately 70 km (44 miles) north of Kirkland Lake, Ontario, and 68 km east of Timmins, Ontario (42 miles). The property is located approximately 10 km (6 miles) east of Matheson, Ontario. The area surrounding the Claims is an active mineral exploration and development region with numerous operational resources, including heavy equipment and operators, available for hire. Both Kirkland Lake and Timmins can provide all necessary services, amenities and supplies, including fuel, helicopter services, hardware, drilling companies and assay services. The Big Monty Claims are located in the historic Abitibi Greenstone Belt in Northern Ontario. The Abitibi Greenstone Belt is an established gold mining district that has produced over 100 mines and 180 million ounces of gold since 1901. The Big Monty Claims are strategically located between Kirkland Lake and Timmins – two iconic gold manufacturing cities in the region. The Big Monty Claims cover approximately 2,760 acres, and lie within the prolific Porcupine-Destor Fault Zone ("PDFZ").



Access to our Claims is obtained by major highway east of Matheson, Ontario.



Industry



By industry standards, there are generally four types of mining companies. We are considered an "exploration stage" company. Typically, an exploration stage mining company is focused on exploration to identify new, commercially viable gold deposits. "Junior mining companies" typically have proven and probable reserves of less than one million ounces of gold, generally produce less than 100,000 ounces of gold annually, and/or are in the process of trying to raise enough capital to fund the remainder of the steps required to move from a staked claim to production. "Mid-tier" and large mining "senior" companies may have several projects in production plus several million ounces of gold in reserve.



Several factors and recent developments related to the gold mining and exploration industry are favorable to our Company. For example, the spot market price of an ounce of gold increased from a low of $253 in February 2001 to a high of $1,895 in September 2011 and $1,252.10 at the end of November 2013. This market price increase has made it more economically feasible to produce gold, and has made gold a more attractive investment for many. Accordingly, the gross margin per ounce of gold produced per the historical spot market price range above provides significant profit potential if we are successful in identifying and extracting gold on our properties. Further, gold reserves have generally been declining for a number of years for the following reasons:



| | · | The extended period of low gold prices from 1996 to 2001 made it economically unfeasible for most companies to explore for new deposits; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| | · | The demand for, and production of, gold products have exceeded the amount of new reserves added over the last several consecutive years.    



Plan of Operations



Our current focus is to raise capital and begin exploration activities on the Big Monty Claims. We have not discovered any ores or reserves on the Big Monty Claims. Our planned work is exploratory in nature.



The ultimate goal of our assessment work on the Big Monty Claims is to identify locations where we should drill for precious metals. To achieve that goal, using the data that is available to us, various assumptions must be made regarding the potential for mineralization on our properties. For example, if the assumption is that gold will be associated with quartz/felsic intrusions, then the southwestern corner of claim 4282128 represents a reasonable target area. If it is further assumed that mineralization is associated with fault structures, then the northeast trending Faults 3 and 4 should be focus areas for potential exploration locations. However, if mineralization is associated with massive sulfide intrusions, then the five elevated magnetic areas associated with the Fault are potential targets. Massive sulfides are usually associated with pyrite, which is only slightly magnetic. Mineralization may be associated with pyrhhotite and magnetite, which are common in sulfide intrusives. In conducting our exploration activities, we must interpret these various assumptions and make further assumptions of our own, which involves some risk. Moreover, it may take us years to determine whether there are commercially viable and exploitable minerals on our mineral properties. For a description of our mining claims, please refer to the section entitled "Description of Properties" in this Prospectus.





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



Our existing knowledge of the geology and structure of our mineral properties is insufficient to spot drill targets at this time. To date only nine rock samples have been taken, and none found more than trace values in precious or base metals. Potential problems may have been lack of outcrop and limited knowledge of the actual rock types, including structure and geology. Ten outcrop areas were found and the geologic evaluation was minimal. The existing report from 2013 does not indicate that rock fabric or strike and dip of features was performed. The report indicates that minimal exposures of bedrock were attempted under the thin cover of moss and lichens. The Porcupine-Destor Fault Zone ("PDFZ"), where the Big Monty Claims lie, is believed to run generally East-West through our property, with numerous Northeast-Southwest cross faults providing several intersecting structural features, which could possibly host economic mineralization. It is vital for us to investigate these potential fault intersections, as they are the most likely places to find buried mineralization.



Property Geology



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

















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





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Previous Exploration



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



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



1) Field Study performing geologic mapping and sampling

2) Magnetic Survey interpretation, and

3) Georeferencing.



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



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



Field Study



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





| | · | geological mapping,                                                              
| | - | ---------------------------------------------------------------------------------
| |   |                                                                                  
| | · | grab/hand rock sampling,                                                         
| |   |                                                                                  
| | · | geochemical sampling,                                                            
| |   |                                                                                  
| | · | structural mapping (faults, joints, fractures, etc.), and                        
| |   |                                                                                  
| | · | GPS locating of control points including claim corner posts and claim boundaries.
| |   |                                                                                  



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



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





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Aerial Magnetometer Survey Interpretation



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



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



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



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



Georeferencing



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



Proposed Exploration Work – Plan of Operation



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



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



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





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



The goal of Phase One is to utilize the data base for the project (an airborne mag survey and a brief geologic review and report prepared in 2013) to develop possible drill targets seeking precious and base metals on mining claims. Phase One will involve an initial trip to the property by Mr. Morrow, to gather information and contractor contacts necessary for the smooth operation of the proposed field work and sampling. The complete program will revisit outcrops for mapping and recording attitudes and fabric. New outcrop exposure will be attempted by stripping moss and vegetation from shallowly covered areas. This same effort will assess access for drill equipment, and determine if additional geophysics, either airborne or ground, would be valuable in determining more precisely the strike and dip of the major structures. Trenching and short hole blasting will be used, if necessary, to acquire fresh samples and structural data. An audit will also be done on a spot basis to ensure that the new staking was completed and as filed.



Phase One is essentially a field program which does not require a permit, but which requires notification to the Native tribes and the Ministry. Phase One will primarily involve mapping and sampling activities to develop the basic information needed to apply for a formal exploration permit and work plan.



Phase Two will involve more extensive exploration, including pitting, trenching, possible additional ground based geophysical surveys, and drilling, which will ultimately lead to the discovery phase. Our Phase Two activities could take up to one year to complete, and the costs of Phase Two may increase if our exploration activities are successful and we decide to extend the length and scope of our Phase Two plans.



Competitive Factors



We are a mineral resources exploration company. We compete with many companies in the mining business, including larger, more established mining companies with substantial capabilities, personnel and financial resources. Further, there is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in Canada, the United States, and other areas where we may conduct exploration activities. Because we compete with individuals and companies that have greater financial resources and larger technical staffs, we may be at a competitive disadvantage in acquiring desirable mineral properties. From time to time, specific properties or areas that would otherwise be attractive to us for exploration or acquisition are unavailable due to their previous acquisition by other companies or our lack of financial resources.



Competition in the mining industry is not limited to the acquisition of mineral properties but also extends to: the technical expertise to find such properties; the labor to operate such properties; and the capital needed to fund the acquisition and operation of such properties. Competition may result in our Company being unable not only to acquire desired properties, but to recruit and/or retain qualified employees, to obtain equipment and personnel to assist in our exploration activities, and/or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.



The mineral resource exploration and mining industry is fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than us, have established more strategic partnerships and relationships than us, and have greater access to financial resources than we do. Given the significant competition for mineral resource exploration properties, we may be unable to continue to acquire interests in attractive gold and other mineral exploration properties on terms we consider acceptable.



While we compete with other exploration companies in acquiring suitable properties, we believe that there would be readily available purchasers of gold and other precious metals if they were to be produced from any of the properties we acquire an interest in. The price of precious metals, including gold, can be affected by a number of factors beyond our control, including:



| | · | Fluctuations in market prices;
| | - | ------------------------------
| | · | Fluctuating supplies;         
| | · | Fluctuating demand; and       
| | · | Mining activities of others.  



If we find gold mineralization that is determined to be of economic grade and in sufficient quantity to justify production, we may then seek significant additional capital through equity or debt financing to develop, mine and sell our production. Our production would likely be sold to a refiner that would in turn purify our material and then sell it on the open market or through its agents or dealers.





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Sources of Available Land for Mining and Exploration



There are generally five primary sources of land available for exploration, development and mining: public lands, private fee lands, unpatented mining claims, patented mining claims, and tribal lands. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, state governments, tribal governments, foreign governments, and individuals or entities that currently hold title to or lease government and private lands.



There are numerous levels of government regulation associated with the activities of exploration and mining companies. Permits include "Notice of Intent" to explore, "Plan of Operations" to explore, "Plan of Operations" to mine, "Reclamation Permit," "Air Quality Permit," "Water Quality Permit," "Industrial Artificial Pond Permit," and several other health and safety permits. These permits are and will be subject to amendment or renewal during our operations. Although there is no guarantee that the appropriate regulatory agencies will timely approve, if at all, the necessary permits for our current operations or other anticipated operations, we have no reason to believe that the necessary permits will not be issued in due course. The total cost and effects of the permitting and bonding process on our operations cannot be estimated at this time. Costs will vary for each project, when initiated, and could have a material effect on our operations.



In the United States, the federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service. Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim granted under the General Mining Law of 1872, as amended (the "General Mining Law"). The Federal government still owns the surface estate, even though the subsurface can be controlled with a right to extract through claim staking. Private fee lands are lands that are controlled by fee-simple title by private individuals or corporations. These lands can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner. Unpatented mining claims located on public lands owned by another entity can be controlled by leasing or purchasing the claims outright from the owners. Patented mining claims are claims that were staked under the General Mining Law, and through application and approval, the owners were granted full private ownership of the surface and subsurface estate by the federal government. These lands can be acquired for exploration and mining through lease or purchase from the owners. Tribal lands are those lands that are under control by sovereign Native American tribes. Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land.



Exploration and development activities in foreign countries are subject to applicable foreign laws and regulations. As with mining activities in the United States, obtaining mining rights under such laws, and obtaining and maintaining necessary licenses, permits and other approvals, may have a material effect on our operations in terms of time and costs. Although there is no guarantee that the appropriate regulatory authorities will timely, if ever, approve our intended operations, we have no reason to believe that all necessary permits and approvals will not be obtained in due course in order to carry out our intended operations.



The Mining Act is the provincial legislation that governs and regulates prospecting, mineral exploration, mine development and rehabilitation in Ontario, Canada. The purpose of the Mining Act is to encourage prospecting, staking and exploration for the development of mineral resources, in a manner consistent with the recognition and affirmation of existing Aboriginal and treaty rights in Section 35 of the Constitution Act of 1982, including the duty to consult, and to minimize the impact of these activities on public health and safety and the environment.



Compliance with Government Regulations



Various levels of governmental controls and regulations address, among other things, the environmental impact of mineral exploration and mineral processing operations and establish requirements for decommissioning of mineral exploration properties after operations have ceased. With respect to the regulation of mineral exploration and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various aspects of the operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclamation and rehabilitation of mineral exploration properties following the cessation of operations and may require that some former mineral properties be managed for long periods of time.



Our exploration activities are subject to various levels of federal, state, local and foreign laws and regulations relating to protection of the environment. Some of these laws and regulations include Ontario's Mining Act in Canada, and potentially the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the Federal Land Policy and Management Act, the National Environmental Policy Act and the Resource Conservation and Recovery Act in the United States.





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In Ontario, the Company is governed by the Ontario Mining Act (the "Mining Act"), which is the provincial legislation that governs and regulates prospecting, mineral exploration, mine development and rehabilitation in Ontario. The purpose of the Mining Act is to encourage prospecting, staking and exploration for the development of mineral resources in a manner consistent with the recognition and affirmation of existing Aboriginal and treaty rights in Section 35 of the Constitution Act of 1982, including the duty to consult, and the duty to minimize the impact of such mining activities on public health, safety, and the environment.



Ontario closely regulates land access and exploration activities through its Mining Act. The Mining Act mandates that staking claims cannot infringe on individual property rights or disrupt other land uses, such as recreation areas or gardens. Special staking and exploration and exploration guidelines apply on land designated by the Ontario government as environmentally sensitive. The Mining Act protects heritage values and focuses heavily on the rights of Aboriginal communities. It requires notification of and consultation with Aboriginal communities regarding the impact of proposed exploration and mining activities; lower-impact activities require the filing of exploration plans, while higher-impact activities require exploration permits.



Under the Mining Act, before undertaking certain early exploration activities, an exploration plan must be submitted and notification provided to any surface rights owner(s). Aboriginal communities potentially affected by activities proposed in an exploration plan are notified by MNDM and have an opportunity to provide feedback before the proposed activities can be carried out. Additionally, some early exploration activities require an exploration permit. Those activities are only allowed to take place once the permit has been approved by MNDM. Surface rights owners must be notified when applying for a permit. Aboriginal communities potentially affected by the exploration permit activities are to be consulted and given the opportunity to provide comments and feedback before a decision is made on the permit. Effective April 1, 2013, exploration plans and permits became mandatory for prescribed activities.



In addition, the main federal laws and regulations that apply to mining activities in Canada are the Canadian Environmental Assessment Act, the Canadian Environmental Protection Act, 1999 (the "Canadian Environmental Protection Act"), and the Metal Mining Effluent Regulations under the Fisheries Act.



The Canadian Environmental Assessment Act requires federal decision makers (called responsible authorities) to consider the environmental effects of projects before making any decisions or exercising any powers that enable the project to proceed (i.e., before initiating the project, providing funding, granting land, or issuing certain regulatory approvals). Mining projects in Canada are subject to the Canadian Environmental Assessment Act where there is a federal decision-making responsibility to enable a project.



Mining activities can result in emissions to the environment, and are therefore also subject to the Canadian Environmental Protection Act. Emissions from mining activities may include various pollutants of concern, including criteria air contaminants (smog-causing pollutants), greenhouse gases, and substances that have been declared toxic under the Canadian Environmental Protection Act. The National Pollutant Release Inventory is Canada's legislated, publicly accessible inventory of pollutant releases, disposals and transfers for recycling. Emissions information is reported by facilities and published by Environment Canada under the authority of Sections 46 through 50 of the Canadian Environmental Protection Act. The National Pollutant Release Inventory reports on pollutant releases to air, water and land, as well as on/off-site disposal, which includes substances in waste rock and mine tailings.



The quality of effluent discharged from metal mines in Canada is regulated under the Metal Mining Effluent Regulations under the Fisheries Act. Fisheries and Oceans Canada is generally responsible for the Fisheries Act, and Environment Canada administers the pollution prevention provisions (Sections 36 through 42) of the Fisheries Act. Subsection 36(3) of the Fisheries Act prohibits the deposit of deleterious substances in water frequented by fish, unless permitted under regulations such as the Metal Mining Effluent Regulations. Mining operations that are not captured under the Metal Mining Effluent Regulations, such as coal mines, diamond mines, quarries and other non-metallic mineral mining facilities, are subject to the prohibition in subsection 36(3) of the Fisheries Act.



The Company's mining claims in Ontario were recently re-staked by the Company, and the Company has until January 2018 to perform further assessment work (i.e., incur further expenditures) before any potential loss of such claims may occur. Generally, assessment work is prospecting and/or exploration work (e.g., trenching, blasting, diamond drilling, geological or geophysical surveys, etc.) that a mining claim holder must conduct each year to hold the claim in good standing.



We plan to secure all state, federal, local and foreign permits necessary for our exploration activities, and we intend to file applications for the required permits to conduct our exploration programs, as necessary. We do not anticipate discharging water into active streams, creeks, rivers, lakes or any other bodies of water without an appropriate permit. We also do not anticipate disturbing any endangered species or archaeological sites, or causing damage to the properties in which we have an interest. The cost of remediation work varies according to the degree of physical disturbance. It is difficult to estimate the cost of compliance with environmental laws since the full nature and extent of our proposed activities cannot be determined at present.





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Environmental Regulation



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



Employees



We have no full-time or part-time employees, with the exception of Christopher Vallos, our sole director and principal executive officer. Mr. Vallos devotes substantially all of his time to the business and affairs of our Company. We do not currently have any pension, health, annuity, insurance, profit sharing, or similar employee benefit plans, although we may choose to adopt such plans in the future.



We plan to engage contractors from time to time to consult with us on specific corporate affairs, or to perform specific tasks in connection with our exploration activities. We will hire contractors on an as needed basis. We have not entered into negotiations or contracts with any of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.



Mineralization



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



Exploration



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



Adjacent Properties



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



Estimated Costs of Exploration Program



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





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



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



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



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



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



Investment Policies



Gold Lakes does not have an investment policy at this time. Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest.



ITEM 3. LEGAL PROCEEDINGS



There are no legal proceedings to which we are a party or to which the Big Monty Claims is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS



There has been no Annual General Meeting of Stockholders since our date of inception. Management hopes to hold an Annual General Meeting of Stockholders during 2016.





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PART II



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



Since inception, we have not paid any dividends on our common stock, and we do not anticipate that it will pay dividends in the foreseeable future. As at July 31, 2016, we had 21 registered shareholders; none of these shareholders are an officer and director. The Company trades under the symbol GLLK during the years ended July 31, 2016 and 2015 as follows:



|Quarter ended    |  | High |      |  | Low |   |      | Volume | 
|---------------- |  | ---- | ---- |  | --- | - | ---- | ------ | 
|July 31, 2016    |  | $    | 1.65 |  |     | $ | 0.03 |        | 
|April 30, 2016   |  | $    | 0.33 |  |     | $ | 0.12 |        | 
|January 31, 2016 |  | $    | 0.40 |  |     | $ | 0.18 |        | 
|October 31, 2015 |  | $    | 0.33 |  |     | $ | 0.01 |        | 
|                 |  |      |      |  |     |   |      |        | 
|July 31, 2015    |  | $    | 0.30 |  |     | $ | 0.05 |        | 
|April 30, 2015   |  | $    | 0.35 |  |     | $ | 0.05 |        | 
|January 31, 2015 |  | $    | 0.17 |  |     | $ | 0.05 |        | 
|October 31, 2014 |  | $    | 0.20 |  |     | $ | 0.07 |        | 



Option Grants and Warrants outstanding since Inception.



No stock options have been granted since our inception.



There are 1,565,625 warrants exercisable at $1.00 per share expiring on March 14, 2019.



There is conversion privileges on approximately $524,125 of our debt. This could result in additional shares of 49,968,264 as of July 31, 2016 being issued through conversion of this debt.





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ITEM 6. SELECTED FINANCIAL INFORMATION



The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this Form 10-K.



Operation Statement Data





|                                                    |      | **For the year****ended** | ****        | **** | **For the year****ended** | ****
|--------------------------------------------------- | ---- | ------------------------- | ----------- | ---- | ------------------------- | ----
|****                                                | **** | **July 31, 2016**         | ****        | **** | **July 31, 2015**         |     
|General and Administrative                          |      | $                         | 393,415     |      |                           | $   
|Impairment loss on mineral claims                   |      |                           | 23,500,000  |      |                           |     
|Net loss before other items                         |      |                           | (23,893,415 | )    |                           |     
|Other items                                         |      |                           | (1,773,832  | )    |                           |     
|Other income                                        |      |                           | -           |      |                           |     
|Interest Expense                                    |      |                           | (118,545    | )    |                           |     
|Net Income (loss)                                   |      | $                         | (25,785,792 | )    |                           | $   
|                                                    |      |                           |             |      |                           |     
|Weighted average shares outstanding basic           |      |                           | 87,971,428  |      |                           |     
|Weighted average shares outstanding – fully diluted |      |                           | 153,065,199 |      |                           |     
|Net income (loss) per share –basic                  |      | $                         | (0.29       | )    |                           | $   
|Net income (loss) per share – fully diluted         |      | $                         | (0.17       | )    |                           | $   



Balance Sheet Data



|Cash and cash equivalent       |  | $ | 2,573      |   |  | $ | Nil      |  
|------------------------------ |  | - | ---------- | - |  | - | -------- | -
|Total assets                   |  | $ | 177,159    |   |  | $ | Nil      |  
|Total liabilities              |  | $ | 2,078,037  |   |  | $ | 272,294  |  
|Total Stockholders’ deficiency |  | $ | (1,900,878 | ) |  | $ | (272,294 | )



Our historical results do not necessary indicate results expected for any future periods.





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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS



Corporate Organization and History within the Last Three years



We were incorporated under the laws of the State of Nevada on January 18, 2007 under the name Siga Resources Inc. The name was changed to TNX Maverick Inc. on October 23, 2014. The name was changed to its current name Gold Lakes Corp. on August 21, 2015. On April 21, 2016, we staked 31 mining claims consisting of 329 mining units and totaling 13,008 acres of vacant land in the townships of Frecheville, Stoughton, and Mistaken Islands in Northeastern Ontario, Canada. Ontario's Ministry of Northern Development and Mines issued 31 claim numbers for these claims. The Company owns a 100% interest in these claims, and has named them the "Ponderosa" property. We have no plans to explore the Ponderosa claims at this time, as our current focus is on exploring the Big Monty Claims and completing the terms of the Flex Agreement.On August 15, 2015 the Company reverse split its issued shares on the basis of one post-split share for every two hundred pre-split shares. On July 15, 2016, the company forward split its issued shares on the basis of three post-split shares for every one pre-split share. On July 5, 2016, we entered into a Share Lock-Up Agreement with Flex Mining Ltd., our largest shareholder, Mr. Vallos, our sole officer and director, and Mr. Morrow, our advisor and consultant.



Since we are an exploration stage company, there is no assurance that a commercially viable mineral reserve exists on any of our current or future properties. To date, we do not know if an economically viable mineral reserve exists on our property and there is no assurance that we will discover one. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.



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



Business Development since Inception



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



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



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



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





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We estimate we will require $212,125 in cash over the next twelve months. For a detailed breakdown refer to “Liquidity and Capital Reserves”. In addition cash will be required to cover the phase one cost of completing the exploration work for the Big Monty Claims during that period is estimated at $67,500; and, if required the phase two costs estimated at $310,400.



Comparison of Operations for the year ended July 31, 2016 (YE2015) compared to year ended July 31, 2015 (YE2015)



|                                      |  | July 31, 2016 |  | July 31, 2015 |  | Difference |  | Explanation                                                                                                                                                                                                                                                         
|------------------------------------- |  | ------------- |  | ------------- |  | ---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Change in Derivative Benefit          |  | 1,223,529     |  | -             |  | 1,223,529  |  | Resulted in changes of share price at year end on convertible debt                                                                                                                                                                                                  
|Amortization of Deferred Charges      |  | 209,589       |  | -             |  | 209,589    |  | Finders fees and legal costs associated with the convertible debt are being amortized over the life of the loans.                                                                                                                                                   
|Amortization of Debt Discount         |  | 157,533       |  | -             |  | 157,533    |  | Amortization of debt discounts of convertible debt                                                                                                                                                                                                                  
|Impairment loss on Mineral Property   |  | 23,500,000    |  | -             |  | 23,500,000 |  | The properties were acquired by issuing 23,500,000 shares. The market value at the time of issue was $1.00 per share resulting in a cost of $23,500,000. As the value of the property is unknown at this time, the Company has written off the cost of the property.
|(Gain) loss on extinguishment of debt |  | (96,819)      |  | (72,328)      |  | (24,491)   |  | Purchase of convertible debt for $5,000 resulted in gain on debt extinguishment                                                                                                                                                                                     
|Shares for services                   |  | 280,000       |  | -             |  | 280,000    |  | 400,000 shares were issued to a director of the Company, 210,000 shares to consultants to the Company. The market price of the shares at issue was $280,000.                                                                                                        
|Interest Expense                      |  | 118,545       |  | 14,929        |  | 103,616    |  | Reflects interest on convertible debt and amortization of deferred charges, and buy out of existing convertible debt                                                                                                                                                
|Consulting                            |  | 182,845       |  | -             |  | 182,845    |  | Consulting costs increased due to money raising activities.                                                                                                                                                                                                         
|Legal                                 |  | 130,426       |  | 12,940        |  | 117,486    |  | due to getting listed on QBX, getting property transferred, reverse merger and name change.                                                                                                                                                                         
|Filing expenses                       |  | 25,422        |  | 8,005         |  | 17,417     |  | due to Listing fees $12,500 on QBX.                                                                                                                                                                                                                                 
|Audit and Accounting                  |  | 30,750        |  | 25,000        |  | 5,750      |  | Due to increased activity                                                                                                                                                                                                                                           
|Transfer Agent                        |  | 13,676        |  | 1,335         |  | 12,341     |  | Increased number of share issues                                                                                                                                                                                                                                    
|Travel                                |  | 2,000         |  | -             |  | 2,000      |  |                                                                                                                                                                                                                                                                     
|Rent                                  |  | 5,600         |  | -             |  | 5,600      |  |                                                                                                                                                                                                                                                                     
|Other                                 |  | 2,696         |  | -             |  | 2,696      |  |                                                                                                                                                                                                                                                                     
|                                      |  |               |  |               |  |            |  |                                                                                                                                                                                                                                                                     
|Net Loss (Income)                     |  | 25,785,792    |  | (10,119)      |  | 25,795,911 |  |                                                                                                                                                                                                                                                                     





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Balance Sheets



Total cash and cash equivalents, as of July 31, 2016 was $2,573 ($nil- 2015). Our working capital deficiency as at July 31, 2016 was $1,951,878 and as of July 31, 2015, $272,294. Total stockholders’ deficiency as of July 31, 2016 was $1,900,878 and $272,294 as at July 31, 2015. Total shares outstanding as at July 31, 2016 was 103,096,935 and 676,575as at July 31, 2015.



Our mineral properties are the Big Monty Claim:



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



Since we are an exploration stage company, there is no assurance that a commercially viable mineral reserve exists on any of our current or future properties. To date, we do not know if an economically viable mineral reserve exists on our property and there is no assurance that we will discover one. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. Please see ITEM 2. PROPERTIES for a full description of these properties.



Critical Accounting Policies



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



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



Liquidity and Capital Resources



As of July 31, 2016, our total assets were $53,573 and our total liabilities were $1,954,451.





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



|**Expense**                                   | **** | **Ref.** | **** | **Estimated****Amount** |        
|--------------------------------------------- | ---- | -------- | ---- | ----------------------- | -------
|                                              |      |          |      |                         |        
|Accounting and audit                          |      | (i)      |      | $                       | 15,500 
|Edgar filing fees                             |      | (ii)     |      |                         | 6,000  
|Filing fees – Nevada; Securities of State     |      | (ii)     |      |                         | 375    
|Office and general expenses                   |      | (iv)     |      |                         | 43,000 
|Flex Mining                                   |      | (v)      |      |                         | 9,000  
|Estimated expenses for the next twelve months |      |          |      |                         | 73,875 
|                                              |      |          |      |                         |        
|Account payable as at July 31, 2016           |      |          |      |                         | 138,250
|Cash required for the next twelve months      |      |          |      | $                       | 212,125





|(i) | Accounting and audit
|--- | --------------------



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

|
|



|**Period**       | **** | **Form** | **** | **Accountant** | ****  | **** | **Auditor** | **** | ****  | **Amount** | ****
|---------------- | ---- | -------- | ---- | -------------- | ----- | ---- | ----------- | ---- | ----- | ---------- | ----
|                 |      |          |      |                |       |      |             |      |       |            |     
|October 31, 2015 |      | 10-Q     |      |                | 1,500 |      |             |      | 1,500 |            |     
|January 31, 2015 |      | 10-Q     |      |                | 1,500 |      |             |      | 1,500 |            |     
|April 30, 2015   |      | 10-Q     |      |                | 1,500 |      |             |      | 1,500 |            |     
|July 31, 2016    |      | 10-K     |      |                | 3,000 |      |             |      | 3,500 |            |     
|Estimated total  |      |          |      | $              | 7,500 |      |             | $    | 8,000 |            |     





|(ii) | Edgar filing fees
|---- | -----------------



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



|(iii) | Filing fees in Nevada
|----- | ---------------------



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





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|(iv) | Office and general                                                                                                                                                                            
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                               
|     | We have estimated a cost of approximately $25,000 for photocopying, printing, fax and delivery, travel, transfer agent and entertainment. Total Office and General is estimated to be $43,000.



|(v) | Pursuant to the Flex Agreement and the Flex Addendum, we were required to pay $15,000 to Flex within 180 days following the Effective Date of the Flex Addendum. To date, we have paid $6,000 to Flex. The amount noted above represents the outstanding amount owed to Flex pursuant to the Flex Addendum.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



Market Information



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



The number of shares subject to Rule 144 is 76,378,875 shares.



Presently, there are no shares being offered to the public and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.



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



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



| | · | our variations in our operations results, either quarterly or annually;                                          
| | - | -----------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                  
| | · | trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
| |   |                                                                                                                  
| | · | the exploration results on the Big Monty Claims, and                                                             
| |   |                                                                                                                  
| | · | other events which we have no control over.                                                                      



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





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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The financial statements attached to this Form 10-K for the year ended July 31, 2016 have been examined by our independent accountants, ZBS Group LLP. and attached hereto.



ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There are no disagreements with accountants on accounting and financial disclosure.



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



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



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



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



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



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



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



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





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



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





| | · | The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee,                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                      
| | · | The Company has limited segregation of duties which is not consistent with good internal control procedures.                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                      
| | · | The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.
| |   |                                                                                                                                                                                                                                                                                                                      
| | · | There are no effective controls instituted over financial disclosure and the reporting processes.                                                                                                                                                                                                                    



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



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



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



ITEM 9A. CONTROLS AND PROCEDURES



There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.



ITEM 9 B. OTHER INFORMATION



There are no matters required to be reported upon under this Item.





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PART III



**ITEM 10.**DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

****

Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.



The name, address, age and position of our officers and directors is set forth below:



|Name and Address                                                          |  | Position(s )                                                                |  | Age
|------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ---
|                                                                          |  |                                                                             |  |    
|Christopher P. Vallos3401 Enterprise Parkway, Suite 340Beachwood OH 42122 |  | Chief Executive Officer, Chief Financial Officer, Presidentand Director (1) |  | 42 

_________



|(1) | Christopher Vallos, was appointed as the sole director by the Shareholders on September 3, 2014. Bob Hogarth and Richard W Markle were appointed as directors on November 7, 2012 as, President and the Chief Executive Officer, and Secretary Treasurer, respectively on the same day. Mr. Markle has subsequently resigned. Mr. Hogarth was not reappointed by the Shareholders as a Director. Effective September 3, 2014, Christopher Vallos was appointed Chief Executive Officer, Chief Financial Officer, President, and Secretary-Treasurer of the Company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The percentage of common shares beneficially owned, directly or indirectly, or over which control or direction are exercised by the directors and officers of our Company, collectively, is nil.



Background of officers and directors



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



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



Board of Directors



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



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



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



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





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Significant Employees



We have no full-time or part-time paid employees other than Christopher Vallos, our sole director and executive officer. Our Officers and Directors fulfill many of the functions that would otherwise require the Company to hire employees or outside consultants.



We will need to engage the services of certain consultants from time to time to assist in the continuation of our mineral exploration activities. Such consultants will be responsible for hiring and supervising the exploration work on the Company's claims in the near future. The consultants will be responsible for the completion of the geological work, and will therefore be an integral part of our operations, although they will not be considered employees either on a full-time or part-time basis. This is because our exploration programs should not last more than a few weeks at a time, and, once such exploration activities are completed, the consultants will no longer be needed.



Committees of the Board of Directors



Our Board of Directors held no formal meetings in the prior fiscal year. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.



We do not currently have a standing audit, nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating and compensation committees.



Audit Committee



Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established.



Accordingly, our audit committee is currently comprised of Christopher Vallos, our sole director.



Audit Committee Financial Expert



We currently have not designated anyone as an "audit committee financial expert," as defined in Item 407(d)(5) of Regulation S-K as we have not yet created a separate audit committee of the Board of Directors.



Nominations to the Board of Directors



Our directors play a critical role in guiding our strategic direction and overseeing the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.





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In carrying out its responsibilities, the Board will consider candidates suggested by the shareholders. If a shareholder wishes to formally place a candidate's name in nomination, however, he or she must do so in accordance with the provisions of the Company's Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Gold Lakes Corp., 3401 Enterprise Parkway, Suite, 340, Beachwood, Ohio 44122. As of July 31, 2016, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.



Board Leadership Structure and Role on Risk Oversight



Christopher Vallos currently serves as the Company's principal executive officer and sole director. The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate the Company's leadership structure and modify as appropriate based on the size, resources and operations of the Company. It is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company's risk oversight function.



Compensation Committee Interlocks and Insider Participation



No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.



Code of Ethics



Our Board of Directors adopted a Code of Ethics for the Board of Directors on January 19, 2007. Our Code of Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of our Company and our officers and directors to our shareholders, employees, customers, lenders and other organizations. Our Code of Ethics addresses general business ethical principles and other relevant issues.



Family Relationships



There are no family relationships between or among any of our directors, executive officers, significant employees, and any incoming directors or executive officers.



Involvement in Certain Legal Proceedings



No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.



Compliance with Section 16(a) of the Securities Exchange Act of 1934



Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.



Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended July 31, 2016, our officers, directors and greater than 10% percent beneficial owners complied with all applicable filing requirements.





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ITEM 11. EXECUTIVE COMPENSATION



Compensation to our directors and officers was paid as follows:



Summary Compensation Table

****





|                                                     |      |                         |      |      |            |        |      |                                 |      |      | **Long Term Compensation**            |     
|---------------------------------------------------- | ---- | ----------------------- | ---- | ---- | ---------- | ------ | ---- | ------------------------------- | ---- | ---- | ------------------------------------- | ----
|                                                     |      | **Annual Compensation** |      |      | **Awards** |        |      | **Payouts**                     |     
|                                                     |      |                         |      |      |            |        |      |                                 |      |      |                                       |     
|**(a)**                                              | **** | **(b)**                 | **** | **** | **(c)**    | ****   | **** | **(e)**                         | **** | **** | **(f)**                               | ****
|**Name and****Principal position**                   | **** | **Year**                | **** | **** | **Salary** | ****   | **** | **Other****annualComp.****($)** | **** | **** | **Restricted****stock awards****($)** | ****
|                                                     |      |                         |      |      |            |        |      |                                 |      |      |                                       |     
|Christopher Vallos, President, CEO, CFO and Director |      | 2014                    |      |      | -0-        |        |      | -0-                             |      |      | -0-                                   |     
|                                                     |      | 2015                    |      |      | -0-        |        |      | -0-                             |      |      | -0-                                   |     
|                                                     |      | 2016                    |      |      |            | 36,000 |      |                                 | -0-  |      |                                       |     
|                                                     |      |                         |      |      |            |        |      |                                 |      |      |                                       |     
|Bob Hogarth President, CEO, CFO and Director         |      | 2014                    |      |      | -0-        |        |      |                                 | -0-  |      |                                       |     

Employment Agreements



We currently have an employment agreement in place with our sole director and principal executive officer, Christopher Vallos, which was executed on October 15, 2015. Pursuant to the terms of the employment agreement, we agreed to pay Mr. Vallos an annual base salary of $36,000 and 400,000 pre-split (or 1,200,000 post-split) restricted shares of common stock for his services to the Company. During the period, the Company has paid its officer consulting fees of $31,000 and rent of $5,600



Mr. Vallos' employment agreement includes provisions which state that if his employment is terminated (i) upon a change in control of the company, Mr. Vallos is entitled to 3 times the sum of his annual base salary and target bonus within 60 days following his termination, or (ii) involuntarily by the Company, or voluntarily for good reason by Mr. Vallos, he will be entitled to 1.5 times the sum of his annual base salary and target bonus within 60 days following such termination.





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Previously, we had consulting agreements in place with Edwin Morrow and Richard Malasek, our previous officers or directors. Mr. Malasek is no longer with the Company. Under our prior agreement with Mr. Morrow, Mr. Morrow was to be paid $1,500 per month, and was to receive 100,000 pre-split (or 300,000 post-split) restricted shares of common stock. Mr. Morrow currently serves as a consultant for the Company, receiving $1,500 monthly for his consulting services. In connection with his prior and current consulting agreements, the Company has issued 200,000 pre-split (or 600,000 post-split) restricted shares of common stock to Mr. Morrow as partial payment for his services to the Company.



Compensation of Directors



We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.



Stock Option Plan



We have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.



Bonuses and Deferred Compensation



None



Compensation Pursuant to Plans



None



Pension Table



None



Termination of Employment



There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in Summary of Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with us, or any change in control of us, or a change in the person’s responsibilities following a change in control of us.



Compliance with Section 16 (a) of the Exchange Act



We know of no director or officer, (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a). We do not know whether the beneficial owner of more than ten percent of any class of equity securities of our stock registered pursuant to Section 12 (“Reporting Person”) has filed any reports required to be furnished pursuant to Section 16(a)





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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth, as at November 2, 2016, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.



|Title or Class |  | Name and Address of Beneficial Owner (1)                    |  | Amount of Beneficial Ownership (2) |            |  | Percent of Class | 
|-------------- |  | ----------------------------------------------------------- |  | ---------------------------------- | ---------- |  | ---------------- | 
|               |  |                                                             |  |                                    |            |  |                  | 
|Common Stock   |  | Flex Mining Ltd.4540 21st St. NW, Calgary AB T3B 0W4 Canada |  |                                    | 70,500,000 |  |                  | 
|               |  |                                                             |  |                                    |            |  |                  | 
|Common Stock   |  | Christopher P. Vallos573 Monroe Blvd Painesville Ohio 44077 |  |                                    | 1,200,000  |  |                  | 
|               |  |                                                             |  |                                    |            |  |                  | 
|Common Stock   |  | Greater than 5% shareholders as a Group (2 persons)         |  |                                    | 71,700,000 |  |                  | 





|(1) | Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.
|--- | ---------------------------------------------------------------------------------------------------



|(2) | Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We do not know of any other shareholder who has more than 5 percent of the issued shares.



Our largest shareholders, Flex Mining Ltd., owns, 70,500,000 issued and outstanding shares of our common stock. All of these shares are “restricted shares” as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.



There are no voting trusts or similar arrangements known to us whereby voting power is held by another party not named herein. We know of no trusts, proxies, power of attorney, pooling arrangements, direct or indirect, or any other contract arrangement or device with the purpose or effect of divesting such person or persons of beneficial ownership of our common shares or preventing the vesting of such beneficial ownership.





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Description of Our Securities



We have only common shares authorized and there are no preferred shares or other forms of shares. Our authorized common stock consists of 500,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:



| | · | have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by our Board of Directors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | · | are entitled to share ratably in all of our assets available for distribution upon winding up of our affairs; and
| | - | -----------------------------------------------------------------------------------------------------------------



| | · | do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders.
| | - | --------------------------------------------------------------------------------------------------------------------------------



The shares of common stock do not have any of the following rights:





| | · | preference as to dividends or interest;               
| | - | ------------------------------------------------------
| |   |                                                       
| | · | preemptive rights to purchase in new issues of shares;
| |   |                                                       
| | · | preference upon liquidation; or                       
| |   |                                                       
| | · | any other special rights or preferences.              



All our shares of common stock now issued and outstanding are fully paid and non-assessable.



Convertible Securities

****

There are currently five promissory notes for the amount of $524,125 which are convertible into shares of the Company on demand as follows:



|Issue Date  |  | Expiry date |  | Amount of Loan |         |  | Interest rate |  |    | # of shares convertible to at July 31, 2016 | 
|----------- |  | ----------- |  | -------------- | ------- |  | ------------- |  | -- | ------------------------------------------- | 
|7/31/2012   |  | 7/31/2013   |  | $              | 40,000  |  |               |  | 10 | %                                           | 
|1/22/16     |  | 1/22/2017   |  |                | 40,500  |  |               |  | 12 | %                                           | 
|3/11/16     |  | 3/11/17     |  |                | 335,000 |  |               |  | 8  | %                                           | 
|7/13/2016   |  | 7/13/2017   |  |                | 55,125  |  |               |  | 10 | %                                           | 
|7/14/2016   |  | 4/14/2017   |  |                | 53,500  |  |               |  | 12 | %                                           | 
|Total Loans |  |             |  | $              | 524,125 |  |               |  |    |                                             | 





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Non-Cumulative Voting.



The holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our directors.



**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**



Transactions with Management and Others



Except as indicated below, there were no material transactions, or series of similar transactions, since our inception, or any currently proposed transactions, or series of similar transactions, to which Gold Lakes was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by Gold Lakes to own of record or beneficially more than 5% of any class of Gold Lakes’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.



On August 28, 2015, we entered into an Equity Participation and Earn-In Agreement (the "Flex Agreement") with Flex Mining Ltd., a Delaware corporation ("Flex"), pursuant to which we issued 23,500,000 (pre-split) shares of restricted common stock to Flex, making Flex the holder of approximately 99% of our issued and outstanding stock at that time. As of July 14, 2016, Flex owned 22,100,000 (pre-split) shares of our common stock, amounting to approximately 64.59% of our issued and outstanding stock. Under the terms of the Flex Agreement, we became eligible to earn 100% of the issued and outstanding shares of Flex by investing $1,000,000 in property expenditures on Flex's properties over the next three years.



On March 21, 2016, we entered into an Addendum to Equity Participation and Earn-In Agreement (the "Flex Addendum") with Flex, which transformed our arrangement from an equity earn-in agreement to an asset acquisition. Under the Flex Addendum, we acquired substantially all of Flex's assets, including the Big Monty Claims in Northern Ontario, Canada, in consideration for our prior equity issuance to Flex, a commitment to pay $15,000 in cash to Flex within 180 days after the effective date of the Flex Addendum, and our commitment to incur $1 million in required expenditures over the next three years on the Big Monty Claims. If we are unable to incur the expenditures required, we may satisfy any deficiency by making an equivalent cash payment to Flex. If we fail to incur the required expenditures under the Flex Addendum, Flex will have the option to repurchase the assets from us at a price to be mutually agreed upon by the parties.



On October 15, 2015, we entered into an employment agreement with Mr. Vallos, pursuant to which we agreed to pay Mr. Vallos an annual base salary of $36,000 and 400,000 (pre-split) restricted shares of common stock for his services to the Company as our Chief Executive Officer and Chief Financial Officer. On October 15, 2015, we issued such 400,000 (pre-split) shares of common stock to Mr. Vallos as compensation for his services. The approximate dollar value of the amount involved in this issuance was $172,000. During the period, the Company has paid its officer consulting fees of $31,000 and rent of $5,600

.

On July 5, 2016, we entered into a Share Lock-Up Agreement with Flex Mining Ltd., our largest shareholder, Mr. Vallos, our sole officer and director, and Mr. Morrow, our advisor and consultant. The purpose of the Share Lock-Up Agreement was to ensure that our largest shareholder, officers and advisors would not pledge, assign, encumber, contract to sell, sell, or otherwise transfer or dispose of any shares of our common stock for a period of 120 days following the effective date of the Share Lock-Up Agreement. In exchange for his compliance with the Share Lock-Up Agreement, we agreed to issue 50,000 pre-split (or 150,000 post-split) restricted shares of common stock to Mr. Vallos upon the expiration of the 120-day lock-up period. The approximate dollar value of the amount involved in this issuance was $18,500, based upon the closing price of $0.37 per pre-split share (or $0.12 per post-split share) of our common stock as of July 5, 2016.





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Conflicts of Interest



None of our officers and directors is a director or officer of any other company involved in the gold mining industry. However, there can be no assurance such involvement in other companies in the mining industry will not occur in the future. Such potential future involvement could create a conflict of interest.



To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on January 19, 2007, a Code of Ethics for the Board of Directors (the “Code”). Our Code embodies our commitment to such ethical principles and sets forth the responsibilities of us and its officers and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.



Transactions with Promoters



We do not have promoters and have no transactions with any promoters.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





|(1) | Audit Fees
|--- | ----------



The aggregate fees billed by the independent registered accountants for the period ended July 31, 2016 for professional services for the review of the quarterly financial statements as at July 31, 2015; October 31, 2015; and January 31, 2015, annual financial statements as of July 31, 2015 and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those period years were as follows:





|2016 |  | $ | 16,250 | 
|---- |  | - | ------ | 
|2015 |  | $ | 16,000 | 





|(2) | Audit-Related Fees
|--- | ------------------



The aggregate fees billed in each of the two periods mentioned above for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Gold Lakes’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.





|(3) | Tax Fees
|--- | --------





The aggregate fees billed during the years ended July 31, 2016 and 2015 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was NIL.





|(4) | All Other Fees
|--- | --------------



The aggregate fees billed during the years ended July 31, 2016 and 2015 for other fees charged by the principal accountants other than those disclosed in (1) and (3) above was NIL.





|(5) | Audit Committee’s Pre-approval Policies
|--- | ---------------------------------------



At the present time, there are not sufficient directors, officers and employees involved with us to make any pre-approval policies meaningful. Once we have elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.





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PART IV



**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**



Exhibits



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





|3      |  | Corporate Charter (incorporated by reference from Gold Lakes’ Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)                     
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                
|3 (i)  |  | Articles of Incorporation (incorporated by reference from Gold Lakes’ registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)             
|       |  |                                                                                                                                                                                
|3 (ii) |  | By-laws (incorporated by reference from Gold Lakes’ Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)                               
|       |  |                                                                                                                                                                                
|4      |  | Stock Specimen (incorporated by reference from Gold Lakes’ Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)                        
|       |  |                                                                                                                                                                                
|10.1   |  | Transfer Agent and Registrar Agreement (incorporated by reference from Gold Lakes’ Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)





|10.2 |  | Corporate Acquisition Agreement between Gold Lakes, Touchstone Ventures Ltd, and Touchstone Precious Metals, Inc dated September 24, 2010 (incorporated by reference from Gold Lakes’ Form 10K for the year ended July 31, 2010)                             
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                              
|10.3 |  | Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone Precious Metals, Inc. regarding the Option to Purchase the Lucky Thirteen Claim from Peter Osha. (incorporated by reference from Gold Lakes’ Form 10K for the year ended July 31, 2010)
|     |  |                                                                                                                                                                                                                                                              
|10.4 |  | Extension Agreement dated October 14, 2010 between Peter Osha, Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Gold Lakes Corp. (incorporated by reference from Gold Lakes’ Form 10Q for the Quarter ended October 31, 2010)                   



|10.5 |  | Property Acquisition and Royalty Agreement dated January 16, 2011 between Gold Lakes Corp. and Peter Osha (incorporated by reference from Gold Lakes’ Form 10Q for the Quarter ended January 31, 2011)                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                      
|10.6 |  | Joint Venture Agreement dated May 12, 2011 between Big Rock Resources Ltd. and Gold Lakes Corp. regarding the development of the Lucky Thirteen Claim. (incorporated by reference from Gold Lakes’ Form 8K filed May 14, 2011).                                      
|     |  |                                                                                                                                                                                                                                                                      
|10.7 |  | Letter of Intent dated June 14, 2011 between Montana Mining Company and Gold Lakes Corp. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Gold Lakes’s Form 8K filed June 20, 2011).





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





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|  
|  



**SIGNATURES**



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                        | GOLD LAKES CORP.(Registrant) |                                                                        
|----------------------- | ---------------------------- | -----------------------------------------------------------------------
|                        |                              |                                                                        
|Date: November 14, 2016 | By:                          | */s/ Christopher Vallos*                                               
|                        |                              | Christopher Vallos                                                     
|                        |                              | Chief Executive Officer Chief Financial Officer, President and Director





|  
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|  







Financial Statements.The following financial statements are included in this report:





|**Title of Document**                                                                       |  |     | 
|------------------------------------------------------------------------------------------- |  | --- | 
|                                                                                            |  |     | 
|Balance Sheets as at July 31, 2016 and 2015                                                 |  | F-3 | 
|                                                                                            |  |     | 
|Statement of Operations for years ended July 31, 2016 and 2015                              |  | F-4 | 
|                                                                                            |  |     | 
|Statement of Changes in Shareholders’ Deficiency for the years ended July 31, 2016 and 2015 |  | F-5 | 
|                                                                                            |  |     | 
|Statement of Cash Flows for years ended July 31, 2016 and 2015                              |  | F-6 | 
|                                                                                            |  |     | 
|Notes to the Financial Statements                                                           |  | F-7 | 





|   
|---
|F-1
|
|   
|   









**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**



To the Board of Directors and

Stockholders of Gold Lakes Corp.



We have audited the accompanying balance sheets of Gold Lakes Corp. as of July 31, 2016 and 2015, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended July 31, 2016. Gold Lakes Corp.’s management is responsible for these financial statements. 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 the audit to obtain reasonable assurance about 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, 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, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Lakes Corp.as of July 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2016, 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 10 to the financial statements, the company has accumulated losses since inception, and negative working capital. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matter are also described in note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ ZBS Group LLP



Plainview, NY

November 10, 2016



255 Executive Drive, Suite 400 Plainview, New York 11803

Tel: (516) 394-3344 Fax: (516) 908-7867 www.zbscpas.com





|   
|---
|F-2
|
|   
|   



GOLD LAKES CORP.

BALANCE SHEETS



|                                                                                                                                                             |  | July 31,2016 |             |   | July 31,2015 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ----------- | - | ------------ | -
|ASSETS                                                                                                                                                       |  |              |             |   |              |  
|CURRENT ASSETS                                                                                                                                               |  |              |             |   |              |  
|                                                                                                                                                             |  |              |             |   |              |  
|Cash                                                                                                                                                         |  | $            | 2,573       |   |              | $
|Total Current Assets                                                                                                                                         |  |              | 2,573       |   |              |  
|LONG TERM ASSETS                                                                                                                                             |  |              |             |   |              |  
|Investment in mineral property                                                                                                                               |  |              | 51,000      |   |              |  
|TOTAL ASSETS                                                                                                                                                 |  | $            | 53,573      |   |              | $
|                                                                                                                                                             |  |              |             |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                        |  |              |             |   |              |  
|CURRENT LIABILITIES                                                                                                                                          |  |              |             |   |              |  
|Accounts payable and accrued interest                                                                                                                        |  | $            | 120,750     |   |              | $
|Due to related party                                                                                                                                         |  |              | 17,500      |   |              |  
|Promissory notes payable                                                                                                                                     |  |              | 141,500     |   |              |  
|Derivative liability                                                                                                                                         |  |              | 1,600,752   |   |              |  
|Convertible notes payable (net of unamortized discounts of $326,590 and $0 respectively, and net of deferred charges of $123,586 and $0 respectively)        |  |              | 73,949      |   |              |  
|Total Current Liabilities                                                                                                                                    |  |              | 1,954,451   |   |              |  
|                                                                                                                                                             |  |              |             |   |              |  
|TOTAL LIABILITIES                                                                                                                                            |  |              | 1,954,451   |   |              |  
|                                                                                                                                                             |  |              |             |   |              |  
|STOCKHOLDERS' DEFICIT                                                                                                                                        |  |              |             |   |              |  
|Common stock 500,000,000 shares authorized, at $0.001 par value; 103,096,935 and 676,575 shares issued and outstanding as of July 31, 2016 and July 31, 2015 |  |              | 103,097     |   |              |  
|Additional paid in capital                                                                                                                                   |  |              | 24,432,977  |   |              |  
|Accumulated Deficit                                                                                                                                          |  |              | (26,436,952 | ) |              |  
|                                                                                                                                                             |  |              |             |   |              |  
|Total Stockholders' Deficiency                                                                                                                               |  |              | (1,900,878  | ) |              |  
|                                                                                                                                                             |  |              |             |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                  |  | $            | 53,573      |   |              | $



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





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GOLD LAKES CORP.

STATEMENTS OF OPERATIONS



|                                                          |  | YearendedJuly 31, 2016 |             |   | YearendedJuly 31, 2015 |  
|--------------------------------------------------------- |  | ---------------------- | ----------- | - | ---------------------- | -
|                                                          |  |                        |             |   |                        |  
|REVENUES                                                  |  | $                      | -           |   |                        | $
|                                                          |  |                        |             |   |                        |  
|EXPENSES                                                  |  |                        |             |   |                        |  
|General and administrative                                |  |                        | 393,415     |   |                        |  
|Impairment loss on mineral claim                          |  |                        | 23,500,000  |   |                        |  
|TOTAL EXPENSES                                            |  |                        | 23,893,415  |   |                        |  
|OTHER EXPENSES                                            |  |                        |             |   |                        |  
|Loss on valuation and revaluation of derivative liability |  |                        | 1,223,529   |   |                        |  
|Amortization of deferred charges                          |  |                        | 209,589     |   |                        |  
|Amortization of debt discount                             |  |                        | 157,533     |   |                        |  
|(Gain) Loss on extinguishment of debt                     |  |                        | (96,819     | ) |                        |  
|Shares issued for compensation                            |  |                        | 280,000     |   |                        |  
|Interest expense                                          |  |                        | 118,545     |   |                        |  
|TOTAL OTHER EXPENSES (INCOME)                             |  |                        | 1,892,377   |   |                        |  
|NET INCOME (LOSS)                                         |  | $                      | (25,785,792 | ) |                        | $
|                                                          |  |                        |             |   |                        |  
|NET LOSS PER COMMON SHARE                                 |  |                        |             |   |                        |  
|                                                          |  |                        |             |   |                        |  
|Basic                                                     |  | $                      | (0.29       | ) |                        | $
|Fully Diluted                                             |  | $                      | (0.17       | ) |                        | $
|                                                          |  |                        |             |   |                        |  
|WEIGHTED AVERAGE OUTSTANDING SHARES                       |  |                        |             |   |                        |  
|Basic                                                     |  |                        | 87,971,428  |   |                        |  
|Fully Diluted                                             |  |                        | 153,065,199 |   |                        |  



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





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GOLD LAKES CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

**For the years ended July 31, 2016 and 2015**





|                                                      |      |                             | ****        | **** |                     | **** | ****    | **Capital in**             | **** | **** | ****                       | **** | **** | ****      | ****       
|----------------------------------------------------- | ---- | --------------------------- | ----------- | ---- | ------------------- | ---- | ------- | -------------------------- | ---- | ---- | -------------------------- | ---- | ---- | --------- | -----------
|****                                                  | **** | **Common****Shares Issued** | ****        | **** | **Stock****Amount** | **** | ****    | **Excess of****Par Value** | **** | **** | **Accumulated****Deficit** | **** | **** | **Total** | ****       
|                                                      |      |                             |             |      |                     |      |         |                            |      |      |                            |      |      |           |            
|Balance as at August 1, 2014                          |      |                             | 676,575     |      |                     | $    | 677     |                            |      | $    | 377,673                    |      |      | $         | (661,275   
|Inferred interest on related party advances           |      |                             | -           |      |                     |      | -       |                            |      |      | 516                        |      |      |           | -          
|Net operating income for the year ended July 31, 2015 |      |                             | -           |      |                     |      | -       |                            |      |      | -                          |      |      |           | 10,115     
|Balance as at July 31, 2015                           |      |                             | 676,575     |      |                     |      | 677     |                            |      |      | 378,189                    |      |      |           | (651,160   
|Interest on related party advances                    |      |                             | -           |      |                     |      | -       |                            |      |      | 945                        |      |      |           | -          
|Stock issued for mineral property acquisition         |      |                             | 70,500,000  |      |                     |      | 70,500  |                            |      |      | 23,429,500                 |      |      |           | -          
|Stock issued for satisfaction of debt                 |      |                             | 30,090,000  |      |                     |      | 30,090  |                            |      |      | 346,173                    |      |      |           | -          
|Shares for compensation                               |      |                             | 1,830,000   |      |                     |      | 1,830   |                            |      |      | 278,170                    |      |      |           | -          
|Excess stock due to stock split                       |      |                             | 360         |      |                     |      | -       |                            |      |      | -                          |      |      |           | -          
|Net operating loss for the year ended July 31, 2016   |      |                             | -           |      |                     |      | -       |                            |      |      | -                          |      |      |           | (25,785,792
|Balance as at July 31, 2016                           |      |                             | 103,096,935 |      |                     | $    | 103,097 |                            |      | $    | 24,432,977                 |      |      | $         | (26,436,952

_________



|(1) | Reflects the 200:1 reverse stock split on August 21, 2015 and the 3:1 forward stock split on July 14, 2016
|--- | ----------------------------------------------------------------------------------------------------------



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





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GOLD LAKES CORP.

STATEMENTS OF CASH FLOWS



|                                                                            |  | **YearendedJuly 31, 2016** |                 |       | YearendedJuly 31, 2015 |      
|--------------------------------------------------------------------------- |  | -------------------------- | --------------- | ----- | ---------------------- | -----
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                            |                 |       |                        |      
|Net (loss) profit                                                           |  | **$**                      | **(25,785,792** | **)** | ****                   | **$**
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                            |                 |       |                        |      
|Impairment loss on mineral claims                                           |  |                            | 23,500,000      |       |                        |      
|Interest inferred on debt                                                   |  |                            | 945             |       |                        |      
|Stock issued for compensation                                               |  |                            | 280,000         |       |                        |      
|Amortization of debt discounts and deferred charges                         |  |                            | 439,374         |       |                        |      
|Loss from valuation and revaluation of convertible debt                     |  |                            | 1,223,529       |       |                        |      
|Gain on debt settlement                                                     |  |                            | (96,819         | )     |                        |      
|Changes in operating assets and liabilities                                 |  |                            |                 |       |                        |      
|Accounts payable                                                            |  |                            | 10,546          |       |                        |      
|Due to related party                                                        |  |                            | 17,500          |       |                        |      
|Net cash (used in) operating activities                                     |  |                            | (410,717        | )     |                        |      
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                            |                 |       |                        |      
|Investment in mineral lease                                                 |  |                            | (51,000         | )     |                        |      
|Net cash (used in) investing activities                                     |  |                            | (51,000         | )     |                        |      
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                            |                 |       |                        |      
|Proceeds from promissory notes                                              |  |                            | 120,000         |       |                        |      
|Proceeds from convertible debt                                              |  |                            | 498,880         |       |                        |      
|Proceeds from related party advances                                        |  |                            | -               |       |                        |      
|Repayment of related party advances                                         |  |                            | (24,590         | )     |                        |      
|Repayment of convertible notes                                              |  |                            | (130,000        | )     |                        |      
|Net cash provided by financing activities                                   |  |                            | 464,290         |       |                        |      
|Net (Decrease) Increase in Cash                                             |  |                            | 2,573           |       |                        |      
|Cash at Beginning of Year                                                   |  |                            | -               |       |                        |      
|CASH AT END OF YEAR                                                         |  | $                          | 2,573           |       |                        | $    
|                                                                            |  |                            |                 |       |                        |      
|SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCIAL ACTIVITIES                     |  |                            |                 |       |                        |      
|Shares issued for property                                                  |  | $                          | 23,500,000      |       |                        | $    
|Conversion of convertible to common stock                                   |  | $                          | 376,063         |       |                        | $    
|                                                                            |  |                            |                 |       |                        |      
|OTHER SUPPLEMENTAL DISCLOSURE                                               |  |                            |                 |       |                        |      
|Taxes paid                                                                  |  | $                          | -               |       |                        | $    
|Interest paid                                                               |  | $                          | 61,080          |       |                        | $    



The accompanying notes are an integral part of these financial statements





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



1. ORGANIZATION



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



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Accounting Methods



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



Dividend Policy



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



Basic and Diluted Net Income (loss) Per Share



Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. As of July 31, 2016 and July 31, 2015, the Company has 49,968,264 and 148,695,755, respectively, of common stock equivalents outstanding, calculated using the if-converted method.



Income Taxes



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



Foreign Currency Translations



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



Revenue Recognition



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



Advertising and Market Development



The Company expenses advertising and market development costs as incurred.





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Financial Instruments



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



Estimates and Assumptions



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



Impairment of Long-lived Assets



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



Mineral Property Acquisition and Exploration Costs



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



Statement of Cash Flows



For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Currently, the Company’s cash is held in an attorney’s trust account and that there is no restrictions on cash at year end.



Environmental Requirements



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



Reclassifications



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





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Recent Accounting Pronouncements



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



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



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



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



3. MINERAL PROPERTIES



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



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





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



3. MINERAL PROPERTIES (Continued)



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



The Company has incurred expenditures of $51,000 renewing the mining claims and planning the exploration during the year.



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



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



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





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**

4. CONVERTIBLE NOTES PAYABLE



|Issue Date            |  | Expiry date |  | Amount of Loan |         |  | Interest rate |  |    | UnamortizedDebt Discount |  |   | Net Carrying Amount | 
|--------------------- |  | ----------- |  | -------------- | ------- |  | ------------- |  | -- | ------------------------ |  | - | ------------------- | 
|7/31/2012             |  | 7/31/2013   |  | $              | 40,000  |  |               |  | 10 | %                        |  | $ | -                   | 
|1/22/16               |  | 1/22/2017   |  |                | 40,500  |  |               |  | 12 | %                        |  |   | 19,312              | 
|3/11/16               |  | 3/11/17     |  |                | 335,000 |  |               |  | 8  | %                        |  |   | 204,671             | 
|7/13/2016             |  | 7/13/2017   |  |                | 55,125  |  |               |  | 10 | %                        |  |   | 52,427              | 
|7/14/2016             |  | 4/14/2017   |  |                | 53,500  |  |               |  | 12 | %                        |  |   | 50,180              | 
|Total Loans           |  |             |  | $              | 524,125 |  |               |  |    |                          |  | $ | 326,590             | 
|Less deferred charges |  |             |  |                |         |  |               |  |    |                          |  |   |                     | 
|Net Carrying Value    |  |             |  |                |         |  |               |  |    |                          |  |   |                     | 



On July 31, 2012, the Company converted $40,000 in accounts payable to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. The note is currently in arrears and is due and payable on demand. The note is convertible into shares of the Company's common stock at a conversion price of $0.001. The Company is currently in default on this note. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company amortized the discount on the debt equal to the face value, in the amount of $40,000 for the year ended July 31, 2013. This discount was amortized to interest expense. During the period ended July 31, 2016, $8,800 of debt was converted into 8,800,000 pre-split (or 26,400,000 post-split) shares of common stock. We have not received any notice of default from the lender; however, we do intend to pay off the amount owed under this note in the future when we have sufficient funding. The current accrued interest on the note is $7,200.



On July 31, 2012, the Company converted $76,000 in advances to a convertible promissory note. The note had a 10% per annum interest rate and a maturity date of July 31, 2013. The note was in arrears and is due and payable on demand. The note was convertible into shares of the Company's common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. On December 23, 2015, The Company acquired the full face of the $76,000 promissory note and the $25,819 of accrued interest for $5,000. This resulted in a gain on the settlement of debt of $96,819.



On October 16, 2015, the Company issued a $33,500 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of October 16, 2016. Closing costs of $7,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $2,000 was recorded and is being amortized over the life of the loan. On March 14, 2016, the Company paid out the loan in full for $52,273. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.



On October 16, 2015, the Company issued a $27,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of October 16, 2016. Closing costs of $4,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $11,250 has been recorded and is being amortized over the life of the loan. On March 14, 2016, the Company paid out the loan in full for $37,296. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**

4. CONVERTIBLE NOTES PAYABLE (continued)



On November 20, 2015, the Company issued a $30,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of November 20, 2016. Closing costs of $3,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $30,000 has been recorded and is being amortized over the life of the loan. On March 14, 2016, the Company paid out the loan in full for $37,296. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.



On December 21, 2015, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of December 21, 2017. Closing costs of $5,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $50,000 has been recorded and is being amortized over the life of the loan. On July 18, 2016, the Company paid out the loan in full for $82,378. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.



On December 21, 2015, the Company issued a $50,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of December 21, 2017. Closing costs of $5,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $50,000 has been recorded and is being amortized over the life of the loan. On July 18, 2016, the Company paid out the loan in full for $82,378. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.



On December 21, 2015, the Company issued a $30,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of December 21, 2017. Closing costs of $3,500 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $30,000 has been recorded and is being amortized over the life of the loan. On July 18, 2016, the Company paid out the loan in full for $37,296. The conversion benefit recorded was reversed and the unamortized portion of the finder's fees and legal expenses deferred were expensed.



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



On February 25, 2016, the Company issued a $27,500 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of February 25, 2017. Closing costs of $9,050 were being amortized over the life of the loan. The note was convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $27,500 has been recorded and is being amortized over the life of the loan. On July 25, 2016, the promissory note was paid out by the Company by issuing 450,000 common shares of the Company.





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



4. CONVERTIBLE NOTES PAYABLE (continued)



On March 14, 2016, the Company issued a $535,000 convertible promissory note. The note has an 8% per annum interest rate and a maturity date of March 11, 2017. Closing costs of $35,000 and the $250,000 loan discount are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. On July 12, 2016, the $200,000 of the promissory note and $16,000 of the accrued interest payable was paid out by the Company by issuing 3,240,000 common shares of the Company. The remaining conversion benefit of $267,500 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $1,106,220 at July 31, 2016.



On July 14, 2016, the Company issued a $53,500 convertible promissory note. The note has an 12% per annum interest rate and a maturity date of April 14, 2017. Closing costs of $6,000 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $53,500 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $173,450 at July 31, 2016.



On July 16, 2016, the Company issued a $55,125 convertible promissory note. The note has an 10% per annum interest rate and a maturity date of July 16, 2017. Closing costs of $5,125 are being amortized over the life of the loan. The note is convertible into shares of common stock of the Company at any time at a rate of 50% of the lowest trading price of the shares over the previous 20-day trading period. A conversion benefit of $55,125 has been recorded and is being amortized over the life of the loan. A derivative liability has been calculated using Black Scholes and is estimated to be $182,539 at July 31, 2016.



5. RELATED PARTY TRANSACTIONS



During the period, the Company has paid its officer consulting fees of $31,000 (2015 - $nil) (2015 - $nil). On October 15, 2015, the Company remunerated the officer of the Company 1,200,000 (400,000 pre-split) shares of the Company's common stock. The price of the stock was $0.43 and a charge of $172,000 has been expensed as Shares for Service. The Company owed its officer for salary payable $17,500 as at July 31, 2016, (2015 - $nil). The Company owed a shareholder of the Company $24,590 for consulting fees as at July 31,2015.



6. SHARES FOR SERVICE



On November 1, 2015, there was 600,000 (200,000 pre-split) shares issued to a consultant. At the issue date, the fair market value of the shares was $0.50 and a charge of $100,000 has been expensed as Shares for Service. On April 1, 2016, there was 30,000 (10,000 pre-split) shares issued to a consultant for services. At the issue date, the fair market value of the shares was $0.80 and a charge of $8,000 has been expensed.



7. NOTE PAYABLE



|Issue Date  |  | Expirydate |  | Amount ofLoan |         |  | Interestrate | 
|----------- |  | ---------- |  | ------------- | ------- |  | ------------ | 
|7/31/2012   |  | 7/31/2013  |  | $             | 21,500  |  |              | 
|7/14/2016   |  | 7/14/2017  |  |               | 70,000  |  |              | 
|7/5/2016    |  | 7/14/2017  |  |               | 50,000  |  |              | 
|Total Loans |  |            |  | $             | 141,500 |  |              | 





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



7. NOTES PAYABLE (continued)



The Company has received $17,500 under a 10% promissory note agreement with a third party in July 2012. An additional $4,000 was received under this Note in 2014. Interest and principal were due on September 15, 2012. The Company is currently in default on this Note. Per the note agreement, interest of $11,768 was accrued through July 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.



On July 14, 2016, the Company received $70,000 under a 8% promissory note agreement with a third party due July 14, 2017. Per the note agreement, interest of $414 was accrued through July 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.



On July 5, 2016, the Company received $50,000 under a 8% promissory note agreement with a third party due July 14, 2017. Per the note agreement, interest of $296 was accrued through July 31, 2016 and has been disclosed on the balance sheets as accounts payable and accrued interest.



8. INCOME TAX



The Company’s deferred tax assets, and valuation allowance are as follows (“NOL” denotes Net Operating Loss):



|**Year Ended** | **** | **EstimatedNOLCarry-Forward****$** | ****      | **** | **NOLexpires** | **** | **EstimatedTax Benefitfrom NOL (2)****$** | **** | ****    | **ValuationAllowance from NOL Benefit****$** | **** | **** | **Net TaxBenefit** |  
|-------------- | ---- | ---------------------------------- | --------- | ---- | -------------- | ---- | ----------------------------------------- | ---- | ------- | -------------------------------------------- | ---- | ---- | ------------------ | -
|2007           |      |                                    | 22,659    |      |                | 2027 |                                           |      | 7,704   |                                              |      |      | (7,704             | )
|2008           |      |                                    | 57,226    |      |                | 2028 |                                           |      | 19,456  |                                              |      |      | (19,456            | )
|2009           |      |                                    | 36,149    |      |                | 2029 |                                           |      | 12,291  |                                              |      |      | (12,291            | )
|2010           |      |                                    | 24,511    |      |                | 2030 |                                           |      | 8,334   |                                              |      |      | (8,334             | )
|2011           |      |                                    | 229,394   |      |                | 2031 |                                           |      | 77,994  |                                              |      |      | (77,994            | )
|2012           |      |                                    | 103,503   |      |                | 2032 |                                           |      | 35,191  |                                              |      |      | (35,191            | )
|2013           |      |                                    | 164,675   |      |                | 2033 |                                           |      | 55,990  |                                              |      |      | (55,990            | )
|2014           |      |                                    | 23,158    |      |                | 2034 |                                           |      | 7,874   |                                              |      |      | (7,874             | )
|2015           |      |                                    | 62,213    |      |                | 2035 |                                           |      | 21,152  |                                              |      |      | (21,152            | )
|2016 (1)       |      |                                    | 1,062,263 |      |                | 2036 |                                           |      | 361,169 |                                              |      |      | (361,169           | )
|Total          |      |                                    | 1785,751  |      |                |      |                                           |      | 607,155 |                                              |      |      | (607,155           | )

_________



|(1) | Net loss for year $25,785,792 less permanent difference of $23,500,000 due to write down in investment in Flex Mining Ltd. and non-deductible changes in derivative valuation of $1,223,529 resulting in approximate NOL of $1,062,263.       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The total losses carried forward to July 31, 2016 was $1,785,751. The total amount of loss available for valuation allowance as of July 31, 2016 was $607,155. With an average tax rate of 34%, the estimated valuation allowance is $607,155.



As of July 31, 2016, and 2015, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended July 31, 2016, and 2015 and no interest or penalties have been accrued as of July 31, 2016 and 2015.





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GOLD LAKES CORP.

NOTES TO FINANCIAL STATEMENTS

**July 31, 2016**



8. INCOME TAX (continued)



The tax years from 2009 and forward have not been filed and remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.



On July 15, 2016, upon completion of processing from the Financial Industry Regulatory Authority (FINRA), Gold Lakes Corp. (the "Company") effected a 3 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding shares of common stock (the "Stock Split"). The Stock Split increases the number of the Company's issued and outstanding common stock to 103,096,935 shares,. The Stock Split did not affect the number of the Company's authorized common stock or its par value, which remain at 500,000,000 and $0.001 par value per share, respectively.



9. GOING CONCERN



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



10. SUBSEQUENT EVENTS



On August 8, 2016, the Company entered a Contracting Agreement with Canadian Exploration Services Limited ("Contractor"), a Canada corporation having offices at 14579 Government Road, Larder Lake, Ontario P0K 1L0. The Agreement calls for the Contractor to conduct a mineral exploration program on the Company's property culminating in the drilling of ten holes totaling 3000 meters in geographic targets. On August 23, 2016, the Ontario Ministry of Northern Development and Mines ("MNDM") acknowledged its receipt of the exploration plan submitted by Gold Lakes Corp. (the "Company") for the Big Monty Property in the Township of Frecheville in Ontario, Canada. MNDM's acknowledgment letter indicates that the Company's exploration plan has been sent to two local Aboriginal communities for review and comment, as required by the notice and consultation provisions of the Ontario Mining Act. The acknowledgment letter states that, unless otherwise directed by the MNDM Director of Exploration, the Company's exploration activities can commence on September 21, 2016, and the plan will be effective for a period of two years thereafter.



On August 24, 2016, MNDM acknowledged its receipt of the exploration permit application submitted by the Company for the Big Monty Property. MNDM's acknowledgment letter indicates that the Company's exploration permit application has been sent to the same two Aboriginal communities for review and comment. MNDM has also posted a proposal for the exploration permit on Ontario's Environmental Registry, where it will be available for public review and comment for a period of 30 days. Depending on the comments MNDM may receive, the Company may be required to participate in the consultation process and provide further information regarding its proposed exploration activities. Consequently, the Company plans to commence exploration activities upon receiving approval from the MNDM Director of Exploration which is expected within 60 days of application.



On October 13, 2016, the Company announced that an exploration permit (PR-16-10942) has been issued by the Ontario Ministry of Northern Development and Mines The exploration permit (the “Permit”) is subject to the requirements of the Mining Act of Ontario and all applicable Provincial Standards for early exploration and is effective for a period of three (3) years with options to renew. The Permit is specific to Gold Lakes’ Big Monty Property. Claims #4282127, 4282128, 4282129, 4282130, 4282131, 4282132, 4282133, 4282134 and 4282161







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