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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2011


¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________ to ______________

Commission File Number: 000-53809

 

JOSHUA GOLD RESOURCES INC.

 (Exact name of registrant as specified in its charter)

 

Nevada

 

27-0531073

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

99 Bronte Road Suite 121 Oakville ON L6L 3B7 Canada

(Address of principal executive offices)


(877) 354-9991


(Registrants telephone number, including area code)


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


Indicated 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ¨ No ¨


Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated Filer                    ¨

 

Accelerated Filer                    ¨

 

 

 

Non-accelerated Filer                       ¨

 

Smaller Reporting Company x


Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x

As of November 2, 2011, there were 271,617,147 shares of common stock, par value $0.0001, issued and outstanding.




1



JOSHUA GOLD RESOURCES INC.

FORM 10-Q

INDEX

 




 

 

 

 

  

Page

PART I FINANCIAL INFORMATION

  




Item 1 Financial Statements

  

3

Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations

  

13

Item 3 Quantitative and Qualitative Disclosures About Market Risk

  

15

Item 4 Controls and Procedures

  

15



PART II OTHER INFORMATION

  




Item 1 Legal Proceedings

  

17

Item 1A Risk Factors

  

17

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

  

17

Item 3 Defaults Upon Senior Securities

  

17

Item 4 Removed and Reserved

  

17

Item 5 Other Information

  

17

Item 6 Exhibits

  

18

SIGNATURES

  

19

 



 






PART I---FINANCIAL INFORMATION


Item 1. Financial Statements.

JOSHUA GOLD RESOURCES INC.

(An Exploration Stage Corporation)

BALANCE SHEETS

AS OF



September 30,

2011

(Unaudited)

December 31, 2010

(Audited)

ASSETS

Current Assets




Cash


$

23,655

$

24,786

Accounts receivable


-

999

Notes receivable


14,310

14,997

Prepaid expense


-

12,997

Accounts receivable from discontinued operations


16,190

10,942

Total Current Assets


54,155

64,721

Other Assets




Minerals rights


180,201

199,960

Deposit on mineral rights


9,063

-

Total Other Assets


189,264

199,960

Total Assets


$

243,419

$

264,681

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities




Accounts payable and accrued liabilities


$

14,674 

$

17,580 

Advances from stockholders


144,872 

39,711 

Due on mineral rights acquisition current portion


33,390 

34,993 

Liabilities from discontinued operations


26,880 

83,756 

Total Current Liabilities


219,816 

176,040 

Long Term Liabilities




Due on mineral rights acquisition


62,010 

64,987 

Long term liabilities from discontinued operations


26,245 

Total Long Term Liabilities


62,010 

91,232 

Total Liabilities


281,826 

267,272 

Stockholders' Deficit




Preferred stock, $0.0001 par value; 100,000,000 shares authorized; 240,000 shares issued and outstanding (December 31, 2010 240,000)


24 

24 

Common stock, $0.0001 par value; 400,000,000 shares authorized; 266,353,749  shares issued and outstanding (December 31, 2010 265,190,416)


26,635 

26,519 

Additional paidin capital


413,357 

340,196 

Additional paidin capital - warrants


13,973 

Stock to be issued


98,450 

98,450 

Accumulated other comprehensive income


3,190 

1,919 

Deficit accumulated during the exploration stage


(594,036)

(469,699)

Total Stockholders' Deficit


(38,407)

(2,591)

Total Liabilities and Stockholders' Deficit


$

243,419 

$

264,681 


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




3



Joshua Gold Resources Inc.

(An Exploration Stage Company)

Statements of Stockholders Deficit

For the Period Inception (July 10, 2009) to September 30, 2011

(Unaudited)

 

Preferred Stock

Common Stock

Additional

Additional

Acc. Other


Total

 

 

Class A




Shares

Paid-In

Paid-In

Comprehensive

Accumulated

Stockholders'

 

 

Shares


Par Value

Shares


Par Value

to be Issued

Capital

Capital - Warrants

income

Deficit

Deficit

 













Issuance of stock for cash




35,000,000


$

3,500






$

3,500 

Net loss











(16,446)

(16,446)

Balance, 31 December 2009




35,000,000


3,500





(16,446)

(12,946)

 













Issuance of stock for cash




96,550,000


9,655


70,518 




80,173 

Issuance of stock for notes receivable




50,000,000


5,000


9,435 




14,435 

Issuance of stock for services

240,000


24

83,640,416


8,364


260,243 




268,631 

Common stock issuable for acquisition of mineral rights







98,450





98,450 

Foreign currency translation










1,919


1,919 

Net loss











(453,253)

(453,253)

Balance, 31 December 2010

240,000


$

24

265,190,416


$

26,519

$

98,450

$

340,196 


$

1,919

$

(469,699)

$

(2,591)














Issuance of stock for cash




630,000


63


47,187 




47,250 

Issuance of stock in settlement of debt




533,333


53


39,947 




40,000 

Issuance of warrants








(13,973)

13,973




Foreign currency translation










1,271


1,271 

Net loss











(124,337)

(124,337)

Balance, 30 September 2011

240,000


$

24

266,353,749


$

26,635

$

98,450

$

413,357 


$

3,190

$

(594,036)

$

(38,407)


See accompanying notes to the financial statements.






JOSHUA GOLD RESOURCES INC.

(An Exploration Stage Corporation)

STATEMENTS OF OPERATIONS

(UNAUDITED)


Three Months Ended

September 30, 2011

Three Months Ended

September 30, 2010




SALES

 $ - 

 $ - 

COST OF SALES

  - 

  - 

GROSS PROFIT

  - 

  - 

OPERATING EXPENSES



General and administration

  48,808 

  - 

Exploration expenditures

  487 

  - 

Professional fees

  7,114 

  - 

 Depreciation

  4,132 

  - 

TOTAL OPERATING EXPENSES

  60,541 

  - 

LOSS FROM CONTINUING OPERATIONS

  (60,541)

  - 

Loss from discontinued operations

  - 

  (98,898)

NET LOSS

 $ (60,541)

 $ (98,898)

OTHER COMPREHENSIVE (LOSS) INCOME



Foreign currency translation

  5,389 

  - 

COMPREHENSIVE LOSS

 $ (55,152)

 $ (98,898)

LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING  BASIC AND DILUTED

 $ (0.00)

 $ (0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING  BASIC AND DILUTED

  265,347,102 

  265,107,359 


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



5



JOSHUA GOLD RESOURCES INC.

(An Exploration Stage Corporation)

STATEMENTS OF OPERATIONS

 (UNAUDITED)


Nine Months Ended

September 30, 2011

Nine Months Ended

September 30, 2010

Period from Inception

(July 10, 2009) to September 30, 2011

OPERATING EXPENSES




    General and administrative

 64,542 

-

  68,131 

Exploration expenses

 13,299 

  - 

  13,299 

Professional fees

 35,130 

-

  59,754 

Depreciation

 11,366 

-

  11,366 

TOTAL OPERATING EXPENSES

 -124,337 

  - 

  152,550 

LOSS FROM CONTINUING OPERATIONS

 (124,337)

  - 

  (152,550)

Loss from discontinued operations

 - 

  (196,530)

  (441,486)

NET LOSS

$ (124,337)

 $ (196,530)

 $ (594,036)

OTHER COMPREHENSIVE (LOSS) INCOME




Foreign currency translation

 1,271 

  - 

  3,190 

COMPREHENSIVE LOSS

$ (123,602)

 $ (196,530)

 $ (590,846)

LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING  BASIC AND DILUTED

$ (0.00)

 $ (0.00)


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING  BASIC AND DILUTED

 265,348,487 

  134,409,312 



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





JOSHUA GOLD RESOURCES INC.

(An Exploration Stage Corporation)

STATEMENTS OF CASH FLOWS

 (UNAUDITED)



Nine Months Ended

September 30, 2011

Nine Months Ended

September 30, 2010

Period from Inception

(July 10, 2009) to September 30, 2011

CASH FLOWS FOR CONTINUING OPERATIONS




OPERATING ACTIVITIES




Loss from continuing operations

 $ (124,337)

 $ - 

 $ (152,550)

Adjustments for non-cash items:




Depreciation

  11,366 

  - 

  11,366 

     Interest on loans and advances

  14,590 

-

  15,803 

Adjustments for changes in working capital:




Accounts receivable

  999 

  - 


Prepaid expenses

  12,997 

  - 

  - 

Accounts payable and accrued liabilities

  (2,906)

  - 

  14,674 

NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS

  (87,291)

  - 

  (110,707)

FINANCING ACTIVITIES




Notes receivable

  - 

  - 


Due on mineral rights acquisition

  - 

  - 


Advances from stockholders

  64,326 

  - 

  129,069 

 Proceeds on issuance of capital stock

  87,250 

  - 

  174,533 

NET CASH PROVIDED BY FINANCING ACTIVITIES FROM CONTINUING OPERATIONS

  151,576 

  - 

  303,602 

INVESTING ACTIVITIES




Mineral rights

  - 

  - 

  - 

Deposit on mineral rights

  (9,063)

  - 

  (9,063)

NET CASH USED IN INVESTING ACTIVITIES FROM CONTINUING OPERATIONS

  (9,063)

  - 

  (9,063)

NET INCREASE IN CASH FROM CONTINUING OPERATIONS

  55,222 

  - 

  183,832 

CASH FLOWS FOR DISCONTINUED OPERATIONS




OPERATING ACTIVITIES




Loss from discontinued operations

  - 

  (196,350)

  (441,486)

Adjustments for non-cash items:




     Stock-based compensation

  - 

  - 

  270,859 

Adjustments for changes in working capital:




    Accounts receivable from discontinued operations

  5,248 

  - 

  (16,190)

    Liabilities from discontinued operations

  (56,876)

  196,631 

  26,880 

NET CASH USED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS

  (51,628)

  281 

  (159,937)

NET DECREASE IN CASH FROM DISCONTINUED OPERATIONS

  (51,628)

  281 

  (159,937)

EFFECT OF EXCHANGE RATE CHANGES ON CASH

  (4,725)

  704 

  (240)

NET (DECREASE) INCREASE IN CASH

  (1,131)

  985 

  23,655 

CASH, BEGINNING OF PERIOD

  24,786 

  - 

  - 

CASH, END OF PERIOD

 $ 23,655 

 $ 985 

 $ 23,655 



7



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





JOSHUA GOLD RESOURCES INC.

(An Exploration Stage Corporation)

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED September 30, 2011

(UNAUDITED)


Note 1- Nature of Operations


Joshua Gold Resources Inc. (until February 10, 2011 known as Bio-Carbon Systems International  Inc., collectively referred to herein as Joshua, or the Company), was incorporated on July 10, 2009 in the State of Nevada.


The Company operates as a mineral exploration business located in Oakville, Ontario.  Its principal business activity is the exploration of mineral property interests in Canada.  The Company is considered to be in the exploration stage and substantially all of the Companys efforts are devoted to exploring these property interests.  There has been no determination whether the Companys interests in unproven mineral properties contain mineral reserves which are economically recoverable.


On December 23, 2010, the Company optioned a 1,550 acre mineral lease in the Canadian territory, the Northwest Territories, two hours north-north-west of the capital city of Yellowknife.  On June 25, 2011 the Company optioned a 3,128.4 acre mineral claim in the Canadian Province, Ontario.  The property is located south west of the mining centre of Timmins Ontario.


Note 2- Basis of Presentation


The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Security and Exchange Commission ("SEC") Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. 


Note 3- Going Concern


The financial statements have been prepared on a going concern basis.  The going concern basis of presentation assumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operation.


The Company has incurred a net loss of $124,337 for the nine months ended September 30, 2011, and a working capital deficit of $165,661.  This casts doubt on the Companys ability to continue as a going concern unless it can generate net profit and raise adequate financing.


The Company has been seeking additional debt or equity financing to support its operations until it becomes cash flow positive.  There can be no assurances that action and plan such as above will be sufficient for the Company to continue operating as a going concern.   


The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be unable to continue in existence. These adjustments could be material.




9



Note 4- Mineral Rights and Deposits on Mineral Rights


On December 23, 2010, the Company entered into a mineral property acquisition agreement (the Acquisition Agreement) with 2214098 Ontario Ltd. (2214098), an Ontario corporation, pursuant to which 2214098 has agreed to sell to the Company the property (mining lease) located 195 kilometers north-northwest of the City of Yellowknife, N.W.T, on the west shore of Damoti Lake in the Indin Lake Greenstone Belt and known as a claim BR2 (the Carson Lake Property). The claim covers an area of 1549.5 acres. Under the Acquisition Agreement, the Company will acquire the Carson Lake Property in consideration for the following payments.


1) the Corporation paying CDN$100,000 to be paid by the Corporation to 2214098 as follows:

a. $25,000 on or before April 30, 2011;

b. $10,000 on or before each of September 30th, 2011, 2012, 2013, 2014; and

c. $35,000 on or before September 30th, 2015;


(2) the Corporation paying 1,000,000 common shares in the capital of the Corporation (the Shares) to 2214098, and deliver the Shares to 2214098 on or before March 30th, 2011;


(3) upon and following the commencement of commercial production, the Corporation shall pay a 2% royalty to John Rapski, and a 1% royalty to 2214098 of net smelter returns on the terms and conditions as set out in the Acquisition Agreement


The Company's intangible assets consist of the value of mineral acquisition agreement with 2214098 Ontario Ltd.  The mineral acquisition agreement is a single mining lease that expires June 30, 2024.  Therefore, the agreement is being amortized using the straight-line method over the term of the mining lease (13.5 years).


On June 25, 2011 the Company entered into a Mineral Property Acquisition Agreement with Firelake Resources Inc. whereby it acquired certain mineral interests in the townships of Eric and Huffman in the Province of Ontario. Consideration for the mineral interests is as follows:


1.       CDN $50,000 to be paid in two equal installments of CDN $25,000 on January 31, 2012 and January 31, 2013.

2.       2,000,000 shares of common stock to be issued before January 31, 2012

3.       Royalty of 2% of all net smelter returns upon commencement of commercial production at the property.


The Company has paid an advance against the required installments of $9,063 (CDN $9,500). The Company will record the full price of the acquisition when all conditions of the agreement are met.


Mineral Rights

September 30, 2011

December 31, 2010

Cost

$

191,567 

-

Accumulated amortization

(11,366)

-


$

180,201 

-







Note 5- Related Party Transactions

 

During the nine months ended September 30, 2011, shareholders advanced $99,802 (nine months ended September 30, 2010 - $Nil) to fund the Companys working capital from continuing operations. As of September 30, 2011 the Company has total advances from shareholders of $144,872 (December 31, 2010 - $39,711) which bear interest at an annual rate of 12%.


Note 6- Common shares Issued and to be Issued

 

During the quarter, the Company issued 533,333 shares of common stock in settlement of $40,000 of stockholder advances.


Private placements


During the quarter the Company completed several private placements consisting of 630,000 units at a price of $0.075 per unit for gross proceeds of $47,250. Each unit consisted of one common share and one non-transferable share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.10 per share for a period of 12 months.


The fair value of $13,973 of the warrants issued was determined using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate

4.0%

Expected life of warrants

1 years

Expected volatility

100%

Expected dividend yield

0%


Warrants


As at September 30, 2011, the following stock warrants were outstanding:




Number

of Shares


Exercise

Price





Expiry Date







333,334

296,666

$0.10

$0.10


August 11, 2012

September 11, 2012








Note 7- Supplemental cash flow information

During the quarter, the Company issued 533,333 shares of common stock in settlement of $40,000 of stockholder advances.


Note 8- Subsequent Events


Events that have occurred subsequent September 30, 2011 have been evaluated through the date of filing these financial statements. There have been no subsequent events that occurred during such period that would require disclosure in these financial statements or would be required to be recognized in the financial statements as of or for the nine months ended September 30, 2011.


Note 9- Comparative Figures


Certain figures shown for comparative purposes have been reclassified to conform to the presentation adopted in the current period.




11



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operation.

Forward Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.  Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.  These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

With respect to this discussion, the terms we us our and the Company refer to Joshua Gold Resources Inc.

 

(a)

Corporate History and Background.

We were incorporated in the State of Nevada on July 10, 2009.  Prior to the Stock Purchase transaction described below in this Item 2, our business purpose was to seek the acquisition of or merger with, an existing private company.  Accordingly, we were engaged in organizational efforts in order to put us in a position where we could seek to target and eventually acquire an existing private company.

On June 4, 2010, Ben Fuschino, our sole officer and director at that time, sold his 35,000,000 shares of the Companys common stock, which shares represented 100% of our issued and outstanding common stock, to Luc Duchesne and Robert Cormier for a total purchase price of $7,000 (the Stock Purchase).  Upon closing of the Stock Purchase, (i) Mr. Duchesne and Mr. Cormier held a controlling 100% ownership in the Company, (ii) we changed our business and became a start-up carbon measuring company and (iii) we changed our name to Bio-Carbon Systems International Inc. to better reflect our new business enterprise.







Immediately after the closing of the Stock Purchase, on June 4, 2010, we entered into a license agreement (the Cormier License) with R&B Cormier Enterprises Inc. (Cormier Enterprises), an Ontario corporation and a license agreement (the GSN License) with GSN Dreamworks, Inc., an Ontario corporation (GSN).  The Cormier License and GSN License (collectively, the License Agreements) granted the Company licensed intellectual property and technology to conduct airborne and other surveys of forested lands in areas that are difficult to access. Those surveys would have been conducted in a statistically verifiable process designed for use in carbon trading programs to assess the potential value of

the surveyed lands as carbon sequestration land parcels in carbon trading, carbon sequestration, and other greenhouse gas emission control, offset and reduction programs.

Also, on June 4, 2010, the Company entered into consulting agreements (collectively, the Consulting Agreements) with Mr. Duchesne and Mr. Cormier, pursuant to which Mr. Duchesne and Mr. Cormier agreed to provide the Company with management and advisory services with respect to the intellectual property licensed to the Company under the Cormier and GSN Licenses.  

On December 23, 2010, the Company elected to terminate the License Agreements and Consulting Agreements as the Company determined that conditions were not in place for the successful exploitation of the technology covered by the License Agreements. The termination did not given rise to any penalties against the Company as the termination was concluded through a mutual agreement of separation.

(b)

Current Business of Issuer.

Upon termination of the aforementioned License and Consulting Agreements, the Company abandoned the carbon measuring business and became a mineral exploration company located in Oakville, Ontario through the acquisition of a mineral rights lease, as described in further detail below.  The Companys principal business activity now is the exploration of mineral property interests.  The Company is considered to be in the exploration stage and substantially all of the Companys efforts are devoted to exploring mineral property interests.  There has been no determination whether the Companys interests in unproven mineral properties contain mineral reserves which are economically recoverable.

On December 23, 2010, the Company entered into a mineral property acquisition agreement (the 2214098 Acquisition Agreement) with 2214098 Ontario Ltd. (2214098) whereby the Company purchased from 2214098 the mining lease for a certain property located 195 kilometers north-northwest of the City of Yellowknife, N.W.T, on the west shore of Damoti Lake in the Indin Lake Greenstone Belt and known as a claim BR2 (the Carson Property).  The term of the lease runs until June 30, 2024.   The lease is registered at the Northwest Territories Mining Recorder as mining lease 3446 and covers an area of approximately 1,550 acres.  Management believes that the Carson Property could potentially host economic gold deposits and, upon expert opinion of their geologists, warrants continued mineral exploration on the property.

In December of 2010, the Company retained an independent geological firm, Aurora Geosciences Inc. to visit the Carson Property and write an evaluation report under Canadas National Instrument 43-101 guidelines.  Management, upon the recommendation of Mr. David White, the qualified person who completed the National Instrument 43-101 report, has committed to a phased exploration of the Carson Property upon attainment of sufficient capital.  Management is currently preparing an exploration budget based on this recommendation.




13



Additionally, on June 25, 2011, the Company entered into a mineral property acquisition agreement (the Fire Lake Acquisition Agreement) with Fire Lake Resources Inc. (Fire Lake) whereby the Company agreed to purchase from Fire Lake certain mineral interests located in the townships of Eric and Huffman in the Province of Ontario, Canada (the Eric and Huffman Property) in consideration for the sum of Fifty Thousand and No/100 Dollars (CDN $50,000) and Two Million (2,000,000) shares of common stock of the Company (the Firelake Shares), to be paid by Company to Fire Lake as follows: CDN $25,000 on or before January 31, 2012; CDN $25,000 on or before January 31, 2013; and delivery of the Fire Lake Shares on or before January 31, 2012. Additionally, upon commencement of commercial production of the Eric and Huffman Property, the Company will pay to Fire Lake a royalty equal to 2% of all net smelter returns on minerals from the Property.    CDN $50,000 is approximately USD $52,220 and CDN $25,000 is approximately USD $26,102.


Liquidity and Capital Resources


We are an exploration stage company focused on developing our business in the mineral exploration sector.  Our principal business objective for the next twelve (12) months will be to continue to develop our business plan in this sector. As we have not commenced material operations, we have not earned any revenues.  

As of October 26, 2011, we had cash on hand of $33,799 and current liabilities of $215,046.  We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2012.  There is no assurance that we will be able to achieve revenues sufficient to become profitable.

We have incurred losses since inception and our ability to continue as a goingconcern depends upon our ability to develop profitable operations and to continue to raise adequate financing.  We are actively targeting sources of additional financing to provide continuation of our operations. In order for us to meet our liabilities as they come due and to continue our operations, we are solely dependent upon our ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case we may be unable to meet our obligations and we may cease operations.


Results of Operations


As we are an exploration stage company, we are not yet operational; therefore, we do not have any operations to report at this time. Our focus has been on the development of our business plan. All expenses to date have related to the development of our business plan and other expenses related to the daily operations of a public company.


Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.


Inflation


We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


As we are a smaller reporting company, we are not required to provide the information required by this item.






Item 4.  Controls and Procedures.


(a) 

Evaluation of disclosure controls and procedures.


We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-Q due to limited accounting and reporting personnel, inadequate accounting policies and procedures, and a lack of segregation of duties due to limited financial resources and the size of our company.  We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.


(b) 

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 


































15



PART II---OTHER INFORMATION


Item 1.  Legal Proceedings.


There are no legal proceedings that have occurred within the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting ones participation in the securities or banking industries, or a finding of securities or commodities law violations.


Item 1A.  Risk Factors.


As we are a smaller reporting company, we are not required to provide the information required by this item.


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


(a)

Unregistered Sales of Equity Securities.


On September 8, 2011, we commenced a Regulation D offering.  Pursuant to said offering, we are offering common share units (each a Unit) to certain investors, both accredited and non-accredited, at a subscription price of US $0.075 per Unit, with each Unit comprised of one common share of the Company and one purchase warrant, with each warrant exercisable for 12 months from the date of issuance for one share at an exercise price of US $0.10 per share.  


In addition, with respect to the same Regulation D offering, we are offering flow-through common shares to certain investors, both accredited and non-accredited, at the price of US $0.10 per share and purchase warrants of the Company, with each warrant exercisable for twelve (12) months from the date of issuance for one common share of the Company at an exercise price of US $0.20 per share.


On October 25, 2011 we filed a Form D with the Securities and Exchange Commission disclosing this Regulation D offering. The information disclosed in the Form D is hereby incorporated by reference into this Item 2.  


Exemption is claimed for the sale of the aforementioned securities pursuant to Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.  Offerings made by the Company under this Regulation D offering will be made to no more than thirty-five (35) non-accredited investors.

 

(b)

Use of Proceeds.


Not Applicable.


(c)

Affiliated Purchases of Common Stock.


None.


Item 3.  Defaults Upon Senior Securities.


None.


Item 4.  (Removed and Reserved).








Item 5.  Other Information.


None.



Item 6. Exhibits.

 



INDEX TO EXHIBITS

Exhibit

 

Description

 

 

 

*3.1

 

Articles of Incorporation

 

 

 

*3.2

 

By-laws


*3.3


Certificate of Amendment to the Articles of Incorporation




*10.1

 

Mineral Property Acquisition Agreement, by and between Company and Firelake Resources Inc., entered into on June 25, 2011


*10.2


Mineral Property Acquisition Agreement, by and between Company and 2214098 Ontario Ltd., entered into on December 23, 2010


*10.3

 

License Agreement, by and between Company and GSN Dreamworks, Inc., entered into June 4, 2010

 

 

 

*10.4


License Agreement, by and between Company and R&B Cormier Enterprises Inc., entered into on June 4, 2010




*10.5


Consulting Agreement, by and between Company and Mr. Luc Duchesne, entered into on June 4, 2010




*10.6


Consulting Agreement, by and between Company and Mr. Rob Cormier, entered into on June 4, 2010




31.1


Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended




31.2


Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended




32.1


Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002




32.2


Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002


*

Included in previously filed reporting documents.





17



SIGNATURES


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


 

Joshua Gold Resources Inc.

 

 

 

 

 

Dated: November 14, 2011

By:

/s/  Benjamin Ward

 

 

 

Benjamin Ward

 

 

 

President, Chief Executive Officer (Principal Executive Officer) and Director



 

 

Joshua Gold Resources Inc.

 

 

 

Dated: November 14, 2011

By:

/s/  W. Andrew Campbell

 

 

W. Andrew Campbell

 

 

Chief Financial Officer (Principal Financial Officer)