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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO 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	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Unit 20 1033 Pattullo Avenue Woodstock, Ontario, Canada N4V 1C8

(Address of Principal Executive Offices)(Zip Code)

(226) 888-5610

(Registrant’s telephone number, including area code)

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

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ 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.

Yes ☐ 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 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 post such files).

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Based on an average bid and asked price of $0.023 per share the aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant on December 31, 2021 was $2,747,647.

As of March 31, 2022, the registrant had 153,556,362 shares of Common Stock, $0.0001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

A description of “Documents Incorporated by Reference’ is contained in Part IV, Item 15 of this Annual Report.

JOSHUA GOLD RESOURCES INC.

2021 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I	4
ITEM 1.Business	4
ITEM 1A.Risk Factors	7
ITEM 1B.Unresolved Staff Comments	10
ITEM 2.Properties	10
ITEM 3.Legal Proceedings	35
ITEM 4.Mine Safety Disclosures	35
PART II	36
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
ITEM 6.Selected Financial Data	37
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk	39

ITEM 8.Financial Statements and Supplementary Data

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	59
ITEM 9A.Controls and Procedures	59
ITEM 9B.Other Information	60
PART III	60
ITEM 10.Directors, Executive Officers and Corporate Governance	60
ITEM 11.Executive Compensation	62
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
ITEM 13.Certain Relationships and Related Transactions, and Director Independence	65
ITEM 14.Principal Accounting Fees and Services	65
PART IV	66
ITEM 15.Exhibits, Financial Statement Schedule	66

Index

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This 2021 Annual Report on Form 10-K, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:

our inability to raise additional funds to support operations and capital expenditures;

our inability to achieve greater and broader market acceptance of our products and services in existing and new market segments;

our inability to successfully compete against existing and future competitors;

our inability to manage and maintain the growth of our business;

our inability to protect our intellectual property rights; and

other factors discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.


ITEM 1.	BUSINESS

With respect to this discussion, the terms “we” “us” “our” and the “Company” refer to Joshua Gold Resources Inc., a Nevada corporation.

(a) Corporate History and Background.

We were incorporated in the State of Nevada on July 10, 2009 under the name “ABC Acquisition Corp 1501.” Prior to the Stock Purchase transaction described below, 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 Company’s 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.

Index

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.

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, Canada through the acquisition of a mineral rights lease and other mineral properties, as described in further detail below. The Company’s 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 Company’s efforts are devoted to exploring mineral property interests. There has been no determination whether the Company’s interests in unproven mineral properties contain mineral reserves which are economically recoverable.

On February 1, 2016, the Company registered articles of amendment with the state of Nevada changing the name of the Company from “Joshua Gold Resources Inc.” to “Enhanced Energy Solutions Corp.”

On October 18, 2016, the Company registered articles of amendment with the state of Nevada changing the name of the Company from “Enhanced Energy Solutions Corp.” back to “Joshua Gold Resources Inc.”

The Company does not have any current plans, arrangements, discussions or intentions, whether written or oral, to engage in a merger or acquisition with an identified or unidentified company or person to be used as a vehicle for a private company to become a reporting company.

We are an exploration stage company and currently have little revenue. At December 31, 2021, our total current assets were $110,187 and our total current liabilities were $1,463,282. Our net loss for the year ended December 31, 2021, was $1,000,689.


(b)	Business of Issuer.

Business Overview

We intend to devote substantially all of our efforts on establishing our business plan and continuing to grow our operations in the mineral exploration sector. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2021. There is no assurance that we will be able to achieve revenues sufficient to become profitable. Our internet address is www.joshuagoldresources.com.

Employees

As of February 28, 2022, we had no full-time employees and two part-time employees. We expect no significant changes in the number of our employees in the next twelve (12) months.

Competition

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

We will also compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral exploration companies. The presence of competing mineral exploration companies may adversely impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

Index

Government Regulation and Standards

There are several governmental regulations that materially restrict the exploration for minerals and the extraction of minerals and any related mining activities in Canada and in the Northwest Territories. The Company will be subject to the mining laws and regulations in force in Canada and in the Northwest Territories (as well as any other jurisdiction wherein a future-acquired property is located). In order to comply with applicable regulations, the Company may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to land.

Additionally, the Dodd–Frank Wall Street Reform and Consumer Protection Act signed into law in July of 2010, includes a requirement for certain companies using “conflict minerals” in the manufacturing of, or contracting to manufacture, products to publicly disclose the source of the conflict mineral. The conflict mineral list currently includes columbite-tantalite, cassiterite, wolframite, and gold mined in the Democratic Republic of Congo and several surrounding central African countries. These companies reporting obligations begin with the 2013 calendar year, with the initial reports due in May 2014. The Company currently has no business operations, nor intent to engage in business development activity, within the covered region. The Company is currently focused on development of mineral properties primarily in Canada. However, the Company may incur costs related to its future customers’ compliance with the law, including, but not limited to: (i) assist future mineral purchase customers by creating and maintaining adequate chain of custody records relating to minerals mined by the Company to establish that they are not conflict minerals, and (ii) provide information to customers for their own conflict mineral reports and audits.

As a general matter, management of the Company will attempt to ensure that all budgets for exploration programs include a contingency for regulatory compliance.

Emerging Growth Company

We are and we will remain an "emerging growth company" as defined under The Jumpstart Our Business Startups Act (the “JOBS Act”), until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

As an "emerging growth company", we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

reduced disclosure about our executive compensation arrangements;

no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other public companies in which you hold shares.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

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ITEM 1A.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company's common stock. You could lose all or part of your investment due to any of these risks.

RISKS RELATING TO OUR COMPANY

Management and our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the year ended December 31, 2021 were prepared assuming that we will continue our operations as a going concern. We were incorporated on July 10, 2009, and do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

There is uncertainty regarding our ability to continue as a going concern, indicating the possibility that we may be required to curtail or discontinue our operations in the future. If we discontinue our operations, you may lose all of your investment.

We have an accumulated deficit of $(15,955,191) from our inception on July 10, 2009 to December 31, 2021 and have completed only the preliminary exploration stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. We anticipate that our current cash assets will be extinguished by December 31, 2022. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough revenues, we may be forced to sell our assets, or curtail or discontinue our operations. If this happens, you could lose all or part of your investment.

We are in an early stage of development. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

We have no production, no customers, and we have earned revenues on the sale of four mineral leases totaling $15,336 to date. Our business prospects are difficult to predict because of our limited operating history, early stage of development, and unproven business strategy. Our primary business activities will be focused on exploration of the mining interests. Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.

We expect to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development of mining properties, and our business operations, generally. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, 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 investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will almost certainly fail.

We may not be able to execute our business plan or stay in business without additional funding.

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. If such conditions and constraints continue or if there is no investor appetite to finance our business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

The loss of the services of Benedetto Fuschino, our President and Chief Executive Officer, Dino Micacchi Chief Financial Officer, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our properties.

The development of our business will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of Benedetto Fuschino, our President and Chief Executive Officer, Dino Micacchi, our Secretary-Treasurer and Chief Financial Officer, or our failure to timely

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identify and retain competent personnel could negatively impact our ability to develop our website and sell our services, which could adversely affect our financial results and impair our growth.

We are a mineral exploration business in the exploration stage, with no experience in the market, and failure to successfully compensate for this inexperience may adversely impact our operations and financial position.

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.

As a mineral exploration business, in a highly competitive industry. We have little operating history, few substantial tangible assets, no customer base and no revenue to date. This makes it difficult to evaluate our future performance and prospects. Our prospectus must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a business in a depressed industry characterized by intense competition, including:

●

our business model and strategy are still evolving and are continually being reviewed and revised;

●

we may not be able to raise the capital required to develop our initial customer base and reputation;

●

we may not be able to successfully implement our business model and strategy; and

●

our management consists of two people: Benedetto Fuschino who serves as our Chief Executive Officer, President and Director, and Dino Micacchi who serves as our Chief Financial Officer, Secretary-Treasurer and Director.

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in our company will decline.

Our failure to protect our mineral property rights may significantly impair our competitive advantage.

Our success and ability to compete depend in large part upon protecting our mineral property rights. We rely on a combination of fund-raising deferred financing to protect our property rights. The steps we have taken may not be sufficient to prevent the expiration of these rights.

We may face costly claims against our mineral property rights, the result of which would decrease the amount of cash we would anticipate to operate and complete our business plan.

We anticipate that from time to time we could receive communications from third parties asserting that they have certain property rights. If anticipated claims arise, we will evaluate their merits. Any claims brought by third parties could result in protracted and costly litigation, which could result in substantial cost to us and diversion of our resources, may be necessary to enforce our property rights or to defend us against claims by others. Any litigation could have a material adverse effect on our business, financial condition and results of operations.

We incur costs associated with SEC reporting compliance, which may significantly affect our financial condition.

The Company made the decision to become an SEC "reporting company" in order to comply with applicable laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys' fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $65,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.

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 future exploration efforts 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 our control 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.

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.

The lack of an established trading market for our common stock will limit the ability of our stockholders to liquidate their investment.

Our common stock has been quoted on the OTC Pink market only since August 2019. There is currently a very limited public market for our common stock and we can provide no assurance that a significant trading market will ever develop or that, if developed, it will be sustained. Consequently, holders of our common stock may find it difficult to resell their securities at the times and in the amounts that they desire.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 400,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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The issuance of preferred stock could adversely affect the voting power or other rights of the holders of our common stock.

Our Articles of Incorporation authorizes the issuance of up to 100,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our directors. Accordingly, our directors are empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

Our common shares may be subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock will likely constitute "penny stock” since quoted on the OTCQB. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not presently intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

For the indefinite future, we intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

The recent COVID-19 coronavirus outbreak and related government, private sector, and individual consumer responsive actions may adversely affect our business operations, financial condition, liquidity, and cash flow.

The outbreak of the COVID-19 coronavirus disease has been declared a pandemic by the World Health Organization continues to spread in the United States, Canada, and in many other countries globally. Related government and private sector responsive actions may adversely affect our business operations. It is impossible to predict the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our corporate headquarters is located at Unit 20 – 1033 Pattullo Avenue, Woodstock, Ontario, Canada N4V 1C8 and our telephone number is +1-226-888-5610.

We currently have patents\leases on ten significant properties:

Kenty Gold Property

Carson Property

Asquith Property (Sold 2020)

C1 Mortimer Property

Chewett Property

King Solomon Mines Property

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Borden Lake North Property

Halcrow Gold, McCool, Seymour Lake Property

Haycock, Godfrey, Roma Lake Property

Hiltz Property

	k)	Jo-Anne Property
	l)	Niobe Property
	m)	Benoit West Property

Property Continuity Schedule for 2021

	Mineral Properties
Balance at January 1, 2016	$	1
Carson Property acquisition (b)		15,000
Impairment charge Carson Property		(15,000	)
Balance at December 31, 2016	$	1
Rollo Property		25,000
Janes Reef Property		16,000
Asquith Property (c)		10,000
C1 Mortimer Property (d)		941,460
Impairment charge		(992,460	)
Balance at December 31, 2017 and 2018	$	1
C1 Mortimer amendment (d)		359,760
Chewitt Property (e)		60,360
King Solomon Mines Property (f)		1,280,000
Impairment charge		(1,700,120	)
Balance at December 31, 2019	$	1
Borden Lake North (g)		15,000
Halcrow, McCool, Seymour Lake (h)		145,000
Haycock, Godfrey and Roma (i)		138,000
Hiltz (j)		21,000
Jo-Anne Property(k)		168,000
Impairment charge		(487,000	)
Balance at December 31, 2020		1
Niobe Property (l)		120,000
Benoit West Property (m)		150,000
Impairment charge		(270,000	)
Balance at December 31, 2021		1

Kenty Gold Property

Location and Access

The property is located approximately 125 km southwest of Timmins, Ontario. The property is accessed by driving west from Timmins approx. 95 km on HWY 101 to Foleyet Timber Road. After travelling north approx. 54 km, a secondary gravel road leads directly into the property after 4.2 km. Trip distance from the Kenty property to Mill site is approx. 175 kms.

Description and Claim Conditions

As consideration for the sale of the McClay Conveyed Property, the Company agreed to deliver the following to McClay in the manner set forth below:

Closing Date. CDN$50,000 within three (3) business days following the closing date.

ii.

February 4, 2013.

CDN$100,000 on or before February 4, 2013; and

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ii.

200,000 common shares of Company on or before February 4, 2013.

iii.

April 4, 2013.

CDN$150,000 on or before April 4, 2013; and

ii.

200,000 common shares of Company on or before April 4, 2013.

iv.

October 4, 2013.

CDN$300,000 on or before October 4, 2013; and

ii.

250,000 common shares of Company on or before October 4, 2013.

April 4, 2014.

CDN$300,000 on or before April 4, 2014; and

ii.

250,000 common shares of Company on or before April 4, 2014.

vi.

October 4, 2014.

CDN$300,000 on or before October 4, 2014; and

ii.

250,000 common shares of Company on or before October 4, 2014.

(g)

April 4, 2015.

CDN$300,000 on or before April 4, 2015; and

ii.

550,000 common shares of Company on or before April 4, 2015.

(h)

Reserve.

Upon completion of a NI 43-101 compliant Indicated Reserve of 1,000,000 Troy Ounces of Gold (Aurum Metal) on the McClay Conveyed Property, Company shall pay CDN$1,000,000 to McClay.

(i)

Production.

(i) Upon production of 1,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$1,000,000 to McClay.

(ii) Upon production of 3,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$2,000,000 to McClay.

(iii) Upon production of 5,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$2,000,000 to McClay.

(j)

Early Buyout Option.

Company shall have the option of early buyout within one year of execution for a cash payment of CDN$750,000 and 750,000 common shares of Company.

In addition, upon the Commencement of Commercial Production (as defined in the McClay Agreement), Company shall pay to McClay a royalty in an amount equal to three percent (3%) of all Net Smelter Returns (as defined in the McClay Agreement) on minerals mined from the McClay Conveyed Property (the “Seller NSR”) on the terms and conditions as set out in the McClay Agreement. Notwithstanding the foregoing, at any point in time following the closing date and upon Company’s sole election, McClay shall sell to Company fifty percent (50%) of the Seller NSR for a purchase price of CDN$1,500,000.

In 2013 the Company recognized an impairment charge of $657,667 against the carrying value of the Kenty Property based on the decrease in the market price of gold which the Company believes is other than temporary.

As at December 31, 2020, the Company has made payments of $125,000 to the Vendors.

As at December 31, 2020, a third party has filed a claim in the Ontario Superior Court of Justice, against the Company. The Company and its legal counsel have determined that the claim is without merit and that no further impairment of the property’s value is required. The third party has made application claiming 100% ownership of the Kenty Property. The Company has responded in the Ontario Superior Court of Justice, with a counter application claiming the property was acquired from the Vendors, who at the time had an undivided 100% interest in the property. The Company has also claimed damages in the amount of $1,000,000 CDN.

c. History

The property contains numerous gold bearing quartz veins, two shafts, and underground workings dating back to the 1930’s.

The company performed prospecting and sampling gold zones on the property in July 2020 defined the sample area to Hopkins Vein #2; a north-south trending quartz vein system typically 2-4” wide in a trench located approx. 150 m north of Shaft #1. (GPS – E: 379203, N: 5299435, UTM Zone: 17)

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Sampling of Vein #2 assayed 23.8 g/t (2020-02 Vein #2). Sample collected in a pile of blasted material from a previous operator and mineralized with ankerite, pyrite, and The bulk sample, extracted by Mag Rock Drilling during July-August via methods of drill and blasting, was loaded and transported to the mill site on August 14, 2020.

d. Present

Property Condition

ii.

Work done during the year - None

iii.

Details of Equipment

Currently there is no equipment on site. All works is subcontracted to third parties.

e. Rock formations and mineralization

The Kenty property demonstrates respectable gold grades of 25.02 g/t in Vein #2.

The veins mining width may not be suitable for a large-scale operation, however, can be profitable if ore is sorted and selected properly. Small-scale mining methods must be taken into consideration when mining a vein this narrow to ensure minimal dilution of ore. Further exploration is recommended to examine the vein at depth and test the southern extension; there is good possibility of this north-south vein trend intersecting the main Kenty No. 1 structure located 150 m south. Typically, the convergence of shrinkage vein structures to main feeders are favorable for deposits of high-grade gold.

f) Map

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Carson Property

Location and Access

The Carson property is located on the western shore of Damoti Lake, approximately 195 kilometers north-northwest of Yellowknife. Access is best achieved by fixed or rotary wing aircraft. The Colomac winter road traverses lndin Lake approximately five kilometers to the west of the property. This winter road can be used as a seasonal staging point.

Description and Claim Conditions

The property consists of a single mining lease. Mining lease 3446 is 1141 acres in size. It was surveyed to lease in 1993 and is paid in good standing until June 30th, 2024. The lease is registered at the Northwest Territories Mining Recorder.

History

Exploration has been periodically conducted in the lndin Lake area since the mid 1930's with the discovery of lode gold in the mafic volcanic rocks that surround the lake. Prospecting of the area around the lake identified several additional gold showings in the volcanic and surrounding sedimentary rocks. In the 1970's, exploration shifted focus to polymetallic base metal targets and lead to the discovery of new occurrences in the lndin Lake belt. The discovery of iron formation-hosted gold at Damoti Lake, and active mining at the Colomac deposit, fueled the exploration effort during the 1990's. At present, elevated gold prices have renewed staking and exploration interest in the lndin Lake belt.

The earliest organized exploration recorded on the property was conducted by Snowden Yellowknife Mines (Snowden) in 1947. This exploration effort may have lead to the discovery of the Pond, Chuck Vein, and Hilltop showings. These showings remain the most prominent mineral occurrences recognized on the property. Snowden reported trenching and diamond drilling activities on the Pond showing and isolated localities along strike to the northeast. Grades as high as 1.26 oz/t Au over 7 inches in hole S-18 and 0.55 oz/t Au over 7 inches in hole S-16 are reported (Glidden and Burton, 1948). In 1981, Wollex Exploration examined the property through prospecting, mapping, and re-sampling existing trenches. Noranda Exploration Company of Canada assessed the property in 1985. Additional prospecting, mapping, re-sampling of the surface trenches, and VLF-EM and total field magnetic surveys were completed. No further groundwork is reported.

d. Present

Property Condition

ii.

Work done during the year - None

iii.

Details of Equipment

Currently there is no equipment onsite.

Rock formations and mineralization

The structural setting, alteration, and mineral assemblages of the gold showings are consistent with orogenic lode gold-type mineralization. Gold occurs in, or in altered host rock at the margins of, quartz veins hosted in shear zones oriented parallel or subparallel to property- and/or regional-scale tectonic fabrics. Metamorphic minerals observed on the property are consistent with greenschist grade. Host rock adjacent to mineralized quartz veins is silicified and carbonatized and shows chlorite±biotite, pyrite±pyrrhotite mineral assemblages.

Map

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Asquith Property

Location and Access

Located in Asquith Township, Larder Lake Mining division approximately 100km southwest of Kirkland Lake and approximately 110 km south of Timmins Ontario. Travel to the property from Kirkland Lake you take highway 66 west for seventy kilometres to highway65 south to Elk Lake (530050E, 5311479N). South on highway 65 for 40 kilometres to Elk Lake and Highway 560 west (549511 E, 5286831 N) Drive west on highway 560 for 90 kilometres to the entrance of the Thee Bear Camp (480710 E, 5268168 N). Drive west for 0.6 kilometres to the boat launch (480280 E,5267944 N) located on the north shore of West Shining Tree Lake. From the boat launch head west by boat for 820 meters to Area #1 on McRae Island (479461E, 5267886 N). Although the boat ride is only 820 meters from the Boat launch, caution must be taken due to rock outcrops just below the surface of the water.

Description and Claim Conditions

These claims are recorded in MLAS by the following Tenure IDs: 555444 (Cell ID 41P11C056), 555445 (Cell ID 41P11C057 ), 561605 (Cell ID 41P11C036), 561606 (Cell ID 41P11C037)

History

In ODM 1920, Vol 29 pt. 3 page 51 is the only reference on the Sullivan occurrence which is the target for Area # 1. In this description it describes the occurrence as follows:

as pillow lavas cut by quartz veins and lenses containing visible gold. In 1963 & 1964 A. Justas drilled a number of shallow holes on the northern & eastern limit of McRae Island on claims 567142 & 567143. The drill report did not contain any assays and had crude description of the core recovered. In hole #1 (479471E,5267934 N) core is described as green stone and quartz with carbonate alteration. Therefore the Sullivan showing is an area of interest. In area #2 was another point of interest due to map 29acontained in ODM 1920,Yo129 pt.3 in the back pocket indicates a number of east -west ( 70 degrees ) located just in the tree line of the northern shore line of the most eastern bay.

Present

Property Condition

In August 2020, the Company sold the 100% interest for $15,336 cash to I am Gold Inc.

ii.

Work done during the year - None

iii.

Details of Equipment

Currently there is no equipment onsite.

Rock formations and mineralization

McRae Island is in the central part of the eastern limit of West Shining Tree Lake. Vegetation consists of mostly cedar, birch, spruce and jack pine trees. Some poplar was noticed along with white and red pine in certain areas. Heavy brush along the shoreline and in low wet areas is also present. The terrain is relatively flat except where outcrop ridges are located rising no more four to 5 meters. I can only comment on the areas visited during this program. The ground is uneven and has several boulders in the till. Bed rock is covered by sandy loam from a few centimetres to one to two meters.

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f. Map

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C1 Mortimer Property

Location and Access

This 734ha claims group is located within Swayze, Rollo, Coppel and Dore Townships, Porcupine Mining Division, approximately 150 km northwest of the City of Sudbury, west off Highway 144, midway between the established mining camps of Timmins to the north and Sudbury to the south and km south of the town of Gogama in the province of Ontario.

Description and Claim Conditions

The Company owns a one hundred percent interest in 37 contiguous staked mining claims formerly comprised of Legacy Claim Numbers 4275244, 4275245, and 4275246.

This claims group requires annual exploration expenditures of $11,200.00 CAD per year ($400.00 per 19 single cell claims and $200.00 per 18 boundary claims), accompanied by an industry standard report detailing the work completed, due on their various anniversary dates (recorded in table below).

Legacy Claim Id	Twp	Tenure ID	Tenure Type	Anniversary Date	Work Required	Work Applied
4275244	ROLLO	343107	Single Cell Mining Claim	2021-03-09	400	800
4275244	ROLLO,SWAYZE	311135	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	311134	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO,SWAYZE	304312	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	273820	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	269805	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	255729	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO,SWAYZE	201078	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	188921	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	185262	Single Cell Mining Claim	2021-03-09	400	800
4275244	ROLLO	180954	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	156470	Single Cell Mining Claim	2021-03-09	400	800
4275244	ROLLO	136289	Single Cell Mining Claim	2021-03-09	400	800
4275244	ROLLO	110491	Single Cell Mining Claim	2021-03-09	400	800
4275244	ROLLO,SWAYZE	104103	Boundary Cell Mining Claim	2021-03-09	200	400
4275244	ROLLO	104102	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	281059	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	278432	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	269805	Boundary Cell Mining Claim	2021-03-09	200	400
4275245	ROLLO	259093	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	259092	Boundary Cell Mining Claim	2021-03-09	200	400
4275245	ROLLO,SWAYZE	251917	Boundary Cell Mining Claim	2021-03-09	200	400
4275245	ROLLO	251916	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	251915	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	225101	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	185262	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	185261	Boundary Cell Mining Claim	2021-03-09	200	400
4275245	ROLLO,SWAYZE	104103	Boundary Cell Mining Claim	2021-03-09	200	400

Index

Legacy Claim Id	Twp	Tenure ID	Tenure Type	Anniversary Date	Work Required	Work Applied
4275245	ROLLO	104102	Single Cell Mining Claim	2021-03-09	400	800
4275245	ROLLO	104101	Boundary Cell Mining Claim	2021-03-09	200	400
4275246	COPPELL,ROLLO	325684	Single Cell Mining Claim	2021-03-09	400	600
4275246	COPPELL,DORE,ROLLO,SWAYZE	297033	Boundary Cell Mining Claim	2021-03-09	200	400
4275246	ROLLO	297032	Boundary Cell Mining Claim	2021-03-09	200	400
4275246	ROLLO	278432	Single Cell Mining Claim	2021-03-09	400	800
4275246	ROLLO	277653	Single Cell Mining Claim	2021-03-09	400	800
4275246	ROLLO	259093	Single Cell Mining Claim	2021-03-09	400	800
4275246	ROLLO	259092	Boundary Cell Mining Claim	2021-03-09	200	400
4275246	ROLLO	242605	Single Cell Mining Claim	2021-03-09	400	800
4275246	ROLLO	230403	Single Cell Mining Claim	2021-03-09	400	600
4275246	ROLLO	192540	Single Cell Mining Claim	2021-03-09	400	800
4275246	ROLLO	176522	Single Cell Mining Claim	2021-03-09	400	800
4275246	ROLLO	129128	Single Cell Mining Claim	2021-03-09	400	600
4275246	ROLLO	129127	Boundary Cell Mining Claim	2021-03-09	200	400
4275246	ROLLO	104471	Boundary Cell Mining Claim	2021-03-09	200	400

They are recorded in MLAS with the current Assessment Assignment by MNDM with the following Tenure IDs:

Legacy Claim Id	Tenure ID	Cell ID	MNDM Assessment Assignment
4275244	343107	41O15G317	$50, 000.00
4275244	311135	41O15G356	$50, 000.00
4275244	311134	41O15G295	$50, 000.00
4275244	304312	41O15G355	$50, 000.00
4275244	273820	41O15G297	$50, 000.00
4275244	269805	41O15G298	$50, 000.00
4275244	255729	41O15G315	$50, 000.00
4275244	201078	41O15G357	$50, 000.00
4275244	188921	41O15G296	$50, 000.00
4275244	185262	41O15G338	$50, 000.00
4275244	180954	41O15G335	$50, 000.00
4275244	156470	41O15G336	$50, 000.00
4275244	136289	41O15G337	$50, 000.00
4275244	110491	41O15G316	$50, 000.00
4275244	104103	41O15G358	$50, 000.00
4275244	104102	41O15G318	$50, 000.00
4275245	281059	41O15G319	$50, 000.00
4275245	278432	41O15H301	$50, 000.00
4275245	259093	41O15H321	$50, 000.00
4275245	259092	41O15H281	$50, 000.00
4275245	251917	41O15G359	$50, 000.00
4275245	251916	41O15G339	$50, 000.00
4275245	251915	41O15G320	$50, 000.00
4275245	225101	41O15G340	$50, 000.00
4275245	185261	41O15G300	$50, 000.00

Index

Legacy Claim Id	Tenure ID	Cell ID	MNDM Assessment Assignment
4275245	104101	41O15G299	$50, 000.00
4275246	325684	41O15H325	$50, 000.00
4275246	297033	41O15H345	$50, 000.00
4275246	297032	41O15H284	$50, 000.00
4275246	277653	41O15H302	$50, 000.00
4275246	242605	41O15H322	$50, 000.00
4275246	230403	41O15H304	$50, 000.00
4275246	192540	41O15H303	$50, 000.00
4275246	176522	41O15H323	$50, 000.00
4275246	129128	41O15H324	$50, 000.00
4275246	129127	41O15H283	$50, 000.00
4275246	104471	41O15H282	$50, 000.00

History

In 1965, the property was mapped (Donovan) Swayze and Dore townships at a scale of 1:50,000. The claim 4270364 is shown to be underlain by mafic to intermediate massive flows and intermediate to felsic volcainics with porphyritic textures. Limited metasediment lenses occur within the felsic and intermediate volcanics. On a regional scale NW trending fault are noted, as well as ENE trending synclinal and anticlinal fold axis, although none are noted on claim 4270364.

The Geological Survey of Canada mapped the Swayze Greenstone Belt at a scale of 1:50,00 (Heather and Shore, 1999). General fault and fold structures agree with those observed by Donovan (1965), although additional high strain deformation zones are noted. More differentiation of volcanic sequences are made, leading to a more detailed representation of the geology underlying claim 4270364. The claim is underlain by intrusive ultramafic volcaincs (SNui) and mafic volcanics (SNm), with felsic units intercalated with metasediments to the north and south of the claims.

Red Pine Exploration Inc. (2010 - 2011) explored the claims directly surrounding the Kenty mine, which include the current claim group. Their work program consisted of line-cutting, IP, stripping and trenching, and limited diamond drilling. Trenching and striping identified several anomalous gold values associated with quartz-carbonate altered volcanics and quartz veins, with more limited showings associated with a felsic porphyry unit with significant gold assays. Some higher grade assays were reported associated with north-south trending quartz veins. Diamond drilling showed very limited anomalous gold mineralization occurring in relation to the felsic porphyry unit targeting some IP anomalies, although several IP anomalies with high resistivity and high chargeability related to the auriferous quartz carbonate vein mineralization remain untested.

d. Present

Property Condition

ii.

Work done during the year - None

iii.

Details of Equipment

There is currently no equipment ion site.

Rock formations and mineralization

The property is underlain by mafic to intermediate volcanic rocks that are bounded to the north and south by felsic volcanic rocks. The mafic volcanics are intruded by several smaller felsic porphyry intrusions, as well as intermediate to felsic dykes. A narrow band of altered ultramfic volcanics are suggested from historic geological mapping on the Kenty Mine area, as well as regional mapping by Heather et al (1991). Faulting and shearing appears to occur in a north-south orientation group, as well as a more east-west orientation group that is slight north of the eastern trend of the volcanic rocks. Airborne and ground geophysics suggest electromagnetic anomalies are associated with sediments and felsic volcanic assemblages at the contact with the mafic volcanics, representing accessory graphite mineralization.

Map

Index

Chewett Property

Location and Access

The property is located approximately 30 km northeast of Chapleau, due east of Wawa, 160 km WSW of Timmins and 240 northwest of Sudbury in north-central Ontario.

Description and Claim Conditions

The Company owns a one hundred percent interest in these nine contiguous single cells staked mining claims, eight of which are located in Chewett Township and one of which is located in Collins Township, all within the Porcupine Mining Division.

This claims group requires annual exploration expenditures of $3600.00 CAD per year ($400.00 per claim), accompanied by an industry standard report detailing the work completed, due on their various anniversary dates.

Currently, MNDM Assessment Assignment to each of these Tenure IDs is as follows:

535703 (Cell ID 41O14I064): $50,000.00

535704 (Cell ID 41O14I046): $50,000.00

535705 (Cell ID 41O14I045): $50,000.00

535706 (Cell ID 41O14I063): $50,000.00

535707 (Cell ID 41O14I065): $50,000.00

535708 (Cell ID 41O14I066): $50,000.00

535709 (Cell ID 41O14I044): $50,000.00

535710 (Cell ID 41O14I043): $50,000.00

561607 (Cell ID 42B03A224): $50,000.00

*Township / Area*	*Tenure ID*	*Tenure Type*	*Anniversary Date*	*Tenure Status*	*Tenure Percentage*	*Work Required*
CHEWETT	535703	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535704	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535705	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535706	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535707	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535708	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535709	Single Cell Mining Claim	2020-12-04	Active	100	400
CHEWETT	535710	Single Cell Mining Claim	2020-12-04	Active	100	400
COLLINS	561607	Single Cell Mining Claim	2021-10-11	Active	100	400

History

There is no history of previous exploration work on the property readily available.

d. Present

Property Condition

ii.

Work done during the year - None

iii.

Details of Equipment

There currently is no equipment on site.

Index

e. Rock formations and mineralization

The Chewatt claims are within the Nemegosenda Lake Alkalic Rock Complex which lies within the Kapuskasing Subprovince of the Superior Province of the Canadian Shield. The complex consists largely of fine- to medium-grained, syenitic to malignitic rocks which are bordered along the southern margin of the complex by an arcuate mass of coarse-grained nepheline syenite (Sage 1987b). The complex is enclosed within a fenitized envelope produced by metasomatism by alkali-iron-rich aqueous fluids from the crystallizing alkaline magma (Parsons 1961). The rocks surrounding the complex are variably altered and fenitized, with the intensity of fenitization increasing towards the intrusion (Pell, 1998). Locally, the Chewett claims are hosted in the Alkalic Intrusive Suite and Carbonatite (circa 1.1 to 1.2 Ga) and contain units of Alkalic syenite, ijolite, nepheline syenite, fenite, associated mafic and ultramafic rocks, and minor carbonatite.

f. Map

Index

f) King Solomon Mines Property

a. Location and Access

The property is located in the northwestern portion of Davis Township, Sudbury Mining Division approximately 40km east-northeast of the city of Sudbury, Ontario. The property is accessed by an unmarked road which bisects the property. This road is reached by heading east on Hwy 17 from Sudbury then heading north on Hwy 535 from the town of Markstay-Warren and continuing north on the road which passes by the west side of Washagami Lake.

b. Description and Claim Conditions

The Company owns a one hundred percent interest in these four contiguous staked boundary mining claims (approx.. 180 acres). This claims group requires annual exploration expenditures of $800 CAD per year ($200.00 per claim), accompanied by an industry standard report detailing the work completed, due on their July 31^st anniversary date.

Currently, MNDM Assessment Assignment to each of these Tenure IDs is as follows:

322868 (Cell ID 41I10I336): $48,000.00

320702 (Cell ID 41I10I337): $50,000.00

208133 (Cell ID 41I10I317): $50,000.00

100056 (Cell ID 41I10I316): $50,000.00

Legacy Claim Id	Township / Area	Tenure ID	Tenure Type	Anniversary Date	Tenure Status	Tenure Percentage	Work Required
4281716	DAVIS	322868	Boundary Cell Mining Claim	2020-07-30	Active	100	200
4281716	DAVIS	320702	Boundary Cell Mining Claim	2020-07-30	Active	100	200
4281716	DAVIS	208133	Boundary Cell Mining Claim	2020-07-30	Active	100	200
4281716	DAVIS	100056	Boundary Cell Mining Claim	2020-07-30	Active	100	200

c. History

There is no history of previous exploration work on the property readily available.

d. Present

i. Property Condition

ii. Work done during the year - None

iii. Details of Equipment

There currently is no equipment on site.

e. Rock formations and mineralization

Davis Township is primarily underlain by Huronian sediments of the Cobalt Group which have been intruded by broad Nipissing gabbro sills and dike (Thomson and Card, 1963). Terrain in this region is fairly rugged, characterized by prominent NWest trending ridges reaching elevations of up to 200 feet above lake level. These ridges are generally parallel to the gabbro unit which hosts gold-bearing veins in a series of parallel and sub-parallel fractures (McLeod, 1988). The KSM property features a prominent NWest striking Nipissing gabbro sill with a width of up to 3500 feet. This gabbro sill was the focus of this investigation, as it harbours numerous

Index

sequences of quartz-carbonate filled fractures which also trend NWest. Some of these quartz veins are found to contain pyrite, chalcopyrite and gold which may occur in native form (McLeod, 1988).

f. Map

Index

g) Borden Lake North Property

a. Location and Access

The property is in Cochrane and Darcy Townships located about 6.5 kilometers (app. 4 miles) north of the Newmont Borden Lake gold mine in Northern Ontario. The property Access to the property is best obtained by boat on Henderson Lake.

b. Description and Claim Conditions

Claims are numbered 536933-536943 (inclusive)

c. History

There is no history of previous exploration work on the property readily available.

d. Present

i. Property Condition

ii. Work done during the year - None

iii. Details of Equipment

There is currently no equipment on site.

e. Rock formations and mineralization

Gneissic tonalite suite. Tonalite to granodiorite-foliated to gneissic-with minor supracrustal inclusions.

f. Map

Index

h) Halcrow Gold, McCool, Seymour Lake Property

a. Location and Access

The Halcrow Gold property is located in northeastern Ontario, 35 kilometers East of Chapleau.

b. Description and Claim Conditions

The Property consists of thirty five claims, known as the Halcrow Gold Property, McCool Property and Seymour Lake Extension Property Northern Ontario. The Halcrow Gold property is located in northeastern Ontario, 35 kilometers East of Chapleau. It consists of two (2) claim units covering approximately 80 acres. Located 25 km of the property is Newmont’s Borden Lake Mine, an active gold producer with proven and probable reserves of 2.61 million tonnes of estimated, measured and indicated gold reserves with an average grade of 5.81 g/t Au

The property is also 11 km southwest of Rockridge Resources Ltd.’s - Raney Gold Project. Recent news release (April 29, 2020) from the Raney Gold Project indicates an impressive drill result of 28.0 g/t Au over 6.0 m at a vertical depth of 95 m. The Halcrow Gold property is also 3 km north of the historical Halcrow Swayze Mine, a developed prospect with 115,600 tonnes of unclassified reserves at 3.8 g/t Au (1934).

c. History

Significant historical gold values associated with disseminated pyrite, arsenopyrite, quartz veins and red syenite-porphyry were established in two separate shear zones in Archean age volcanic tuffs, sediments, and conglomerates that resulted in the following (Au) values:

0.93 g/t Au - chip samples over 18’ and 24’ (Government Geologist Rickaby - 1934)

4.35 g/t Au - arsenopyrite-bearing qtz vein and bleached wallrock (Sulpetro - 1981)

1.4 g/t Au - pink grey qtz and feldspar porphyry-syenite, minor pyrite and chalcopyrite (K. Filo - 1992)

8.3 g/t Au - obtained in dumps of the main trench (W. Troup - 1995)”

d. Present

i. Property Condition

ii. Work done during the year - None

iii. Details of Equipment

There currently is no equipment on site.

e. Rock formations and mineralization

Index

f. Map

Index

i) Haycock, Godfrey, Roma Lake Property

a. Location and Access

The Haycock Gold property is composed of 8 cell units in Haycock township, located in Northwestern Ontario, 12 km east of Kenora, Ontario.

b. Description and Claim Conditions

c. History

Historical Exploration work established gold mineralization with impressive assay results: 

Assays of 8.7 g/t Au (0.28 oz/t), 7.1 g/t Au (0.208 oz/t) and

1.4 g/t Au (0.04 oz/t) - (G. Clark, 1983)

Grades from previous mining operations reported to be $36.00 to $120.00 per ton from several assayed samples while gold was valued at $20.00 per ounce, respectively, grading between 55.9 g/t and 186.6 g/t Au (1.8 oz/t to 6 oz/t) - (The Colonist, 1896)

The property features two gold zones where historic shafts were developed.

The Sweden shaft was sunk on the main vein to a depth of 21.3 m with 3 m of lateral development by the Sweden Gold Mining Company of Ontario in 1986. The inclined shafts collar dimensions are 2.5 x 3 m. The main zone cuts the inclusion-laden quartz diorite to the east of an area of muskeg and swamp and consists of a 1 to 2 m wide shear zone striking 055° and dipping 70°SE. Vein structure has been traced over 240 m by a series of trenches and pits located in the vicinity of the shaft.

The Emmons shaft is located 700 m southeast of the Sweden and has collar dimensions of 4 x 2.5 m. Depth of shaft is unknown and water level is measured 7 m below surface. The associated waste rock pile has dimensions of 12 x 3 x 4 m. Multiple trenches and pits were also developed in the vicinity of the shaft.

The property sat fairly dormant until staked by P. Karwcki and G. Clark in 1983 and was optioned to Jalna Resources Ltd in 1984.

d. Present

i. Property Condition

ii. Work done during the year - None

iii. Details of Equipment

Currently there is no equipment onsite.

e. Rock formations and mineralization

The geology is underlain by quartz diorite of the Island Lake intrusion, which is characterized by the irregular occurrence of mafic intrusions. The larger inclusions have been fractured and intruded by irregular bodies and diffuse veins of quartz diorite. The exposed bedrock in the vicinity of old workings varies from predominantly basalt to predominantly quartz diorite. The property is aligned north of a structural trend leading in the direction of former operating mines known as the Triumph and Treasure. The structure from the Triumph Mine was noted to head in the direction of the property while it was dewatered and assessed in 1987.

Index

f. Map

Index

j) Hiltz Property

a. Location and Access

The property is located in Asquith Township in Northern Ontario.

b. Description and Claim Conditions

The Hiltz property is eight claims covering, roughly, 350 acres in The Shining Tree gold camp.

c. History

There is no history of exploration work on the property that is readily available.

d. Present

i. Property Condition

ii. Work done during the year - None

iii. Details of Equipment

There currently is no equipment on site.

e. Rock formations and mineralization

The Hiltz property is within the Abitibi Greenstone Belt and is underlain by an early Archean metavolcanic sequence with a basal layer of pyroclastic and sediments, followed by a sequence of mafix tholeiitic, and an upper layer felsic metadata volcanics. Volcanics are intruded by later stage felsic units as well as diabase dykes. Gold mineralization in the area is characterized by shear or vein types characterized by a mesothermal gold mineralization model.

f. Map

There is no map of the property readily available.

k) Jo-Anne Property

On November 13, 2020, the Company purchased a 100% interest in two claims, known as the Jo-Anne Property, in Benoit Township in Northern Ontario. The Company paid two million four hundred thousand JSHG common shares at $0.07 per share for the mineral property and a two per cent (2%) Net Smelter Royalty ('NSR') of which the Company has the option to repurchase 50% of the NSR for two million Canadian dollars ($2,000,000) at any time.

In 2020, the Company recognized an impairment charge of $168,000 on the carrying value of the Jo-Anne Property based on the substantial doubt of the Company’s ability to raise adequate financing.

Index

l) Niobe Property

a. Location and Access

b. Description and Claim Conditions

On May 15, 2021, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired 100% interest in fifteen claims, known as the Borden North Property in Collins\Chewett Townships located in Northern Ontario. Under the acquisition agreement, the Company issued equity consideration of 2,000,000 shares of common stock, valued at US$0.06 per share recorded in shares to be issued and agreed to a two per cent (2.0%) Net Smelter Royalty (NSR) to be paid. Vendor granted the Purchaser an Option to purchase 50% of the NSR (1.0%NSR) for $2 Million Canadian dollars ($2,000,000).

c. History

No work was done on this property in 2021 and the property reverted back to the Crown.

d. Present

i. Property Condition

ii. Work done during the year – None

iii. Details of Equipment

There currently is no equipment on site.

e. Rock formations and mineralization

f. Map

Index

m) Benoit West Property

a. Location and Access

b. Description and Claim Conditions

On August 17, 2021, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired 100% interest in fifteen claims, known as the Benoit West located in Northern Ontario. Under the acquisition agreement, the Company issued equity consideration of 2,500,000 shares of common stock, valued at US$0.06 per share recorded in shares to be issued and agreed to a two per cent (2.0%) Net Smelter Royalty (NSR) to be paid. Vendor granted the Purchaser an Option to purchase 50% of the NSR (1.0%NSR) for $1 Million Canadian dollars ($1,000,000).

c. History

d. Present

i. Property Condition

ii. Work done during the year None

iii. Details of Equipment

There currently is no equipment on site.

e. Rock formations and mineralization

f. Map

Index

ITEM 3.

LEGAL PROCEEDINGS

Except as indicated below, there are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company is a party or of which any of its property is the subject, or any such proceedings known to be contemplated by any governmental authority.

At present the Company is involved in three material litigation proceedings. These actions are ongoing in the Ontario Superior Court of Justice and all involve the ownership of the Kenty Property.

The first application is an application brought by Emerald Isle Resources on May 14, 2013 seeking a declaration that it is the legal owner of the Kenty Property. The application alleges: (i) that Brian A. McClay, the owner of the Kenty Property, had sold 100% of his interest therein to Emerald Isle in 1986, although Emerald Isle did not register its acquisition of the Kenty Property at that time; and (ii) that at the time he entered into an agreement to sell the Kenty Property to the Company, Mr. McClay had no interest in the Kenty Property to sell. The Company has responded to that application.

By separate application commenced March 13, 2014 the Company and its co- applicant, Mr. McClay commenced a separate proceeding in the Ontario Superior Court of Justice seeking a formal declaration that Mr. McClay is the sole owner of a 100% undivided interest in the Kenty Property subject only to a smelting agreement and a Mineral Property Acquisition Agreement in favor of the Company.

These matters remain to be resolved.

In separate proceedings, on May 13, 2015, the Company filed a Statement of Claim against Mr. McClay seeking damages totaling $10,750,000 in the event that the Application of the Company and Mr. McClay is unsuccessful and on or about September 28, 2015, Mr. McClay filed a counterclaim against the Company alleging that the Company has failed to deliver the consideration for the purchase of the Kenty Property and therefore has no rights thereto, and seeking damages in the amount of $2,500,000 against the Company. The matter remains in abeyance pending the resolution of the two Applications.

ITEM 4.

MINE SAFETY DISCLOSURES

As the mines operated by the Company are not located in the United States, we are not subject to the provisions of the Federal Mine Safety and Health Act of 1977 and are thus not required to provide the information required by this Item 4.

Index

PART II

ITEM 5.

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

Market Information

Our common stock has been quoted on the OTC Pink market only since August 2019. There is currently a limited public market for our common stock and we can provide no assurance that a significant trading market will ever develop or that, if developed, it will be sustained. Consequently, holders of our common stock may find it difficult to resell their securities at the times and in the amounts that they desire.

Holders

As of December 31, 2021, there were 153,556,362 shares of common stock issued and outstanding held by approximately 220 stockholders of record. This figure does not include an indeterminate number of stockholders who may hold their shares in “street name.”

Dividends

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. See the Risk Factor entitled "Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.”

As at December 31, 2021, we were in arrears in our dividends on preferred shares. The balance of dividends payable of $486,202 includes dividends of $78,769 and accrued interest of $207,432, accrued at 10.0% interest compounded annually.

Securities authorized for issuance under equity compensation plans

We have never and have no current plans to issue securities under any equity compensation plans. However, during 2021, securities were to be issued to employees under individual employment agreements as further detailed below in “Recent Sales of Unregistered Securities” and Item 13.

Recent Sales of Unregistered Securities

Common Stock

During the year ended December 31, 2021, the Company issued no shares of common stock to directors and employees of the Company for services rendered.

During the year ended December 31, 2021, the Company issued 7,200,000 shares of common stock to third parties for the acquisition of mineral rights at the transaction prices ranging from $0.06 to $0.07 per share for a total value of $459,000.

During the year ended December 31, 2021, the Company issued 3,933,334 shares of common stock to third parties for investor services at the transaction prices ranging from $0.10 to $0.15 per share for a total value of $570,000.

During the year ended December 31, 2021, the Company issued 738,347 shares of common stock to third parties for exploration services at the transaction price of $0.07 per share for a total value of $61,405.

During the year ended December 31, 2021, the Company issued 200,000 shares of common stock to third parties for a private placement $0.02 per share for a total value of $10,000.

Stock To be Issued

As of December 31, 2021, the Company has yet to issue 9,521,577 shares of common stock at the transaction prices ranging from $0.02 to $0.15 per share for a total of $2,682,11. In addition, 3,576,534 shares of common stock are to be issued to directors for services recorded in prior years. An additional 1,995,043 shares of common stock are yet to be issued for debt settlements from prior years.

Index

For the year ended December 31, 2021, 2,000,000 shares became issuable to directors and officers of the Company for services rendered. These transactions have been recorded as consulting fees having a total value of $200,000 within shares to be issued.

As December 31, 2021, the Company had not yet issued 1,950,000 shares of common stock for debt settlements having a total value of $39,000. This was recorded as reduction in current liabilities and as an increase within shares to be issued.

Purchases of Equity Security by the Issuer and Affiliated Purchasers

None; not applicable.

Use of Proceeds

On July 24, 2018, the Company publicly filed with the SEC its Registration Statement on Form S-1 (Registration No. 333-226315), which registration statement was declared effective on August 10, 2019. The Registration Statement provided for the registration of: (i) 5,000,000 shares of common stock for sale by the Company under its Primary Offering; and (ii) 62,912,797 shares of common stock for resale under a Secondary Offering by certain Selling Stockholders of the Company.

As of January 24, 2019, the Company had sold 75,590 Flow-Through shares of common stock under the Primary Offering at a price of $0.15 per share, and the Board of Directors resolved to terminate the Primary Offering only. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered thereunder that remained unsold at the termination of the offerings, on January 24, 2019, the Company filed with the SEC Post-Effective Amendment No. 1 to the Registration Statement to remove and withdraw from registration the 4,924,410 shares that were registered but remained unsold upon the termination of the Primary Offering. Such Post-Effective Amendment No. 1 had no effect on the 62,912,797 shares registered for resale under the Secondary Offering. The Company used the $11,338.50 in proceeds from its sale of 75,590 shares for operating expenses and reduction of accounts payable.

On December 26, 2019, the Company filed with the SEC Post-Effective Amendment No. 2 to the Registration Statement to remove and withdraw from registration the 62,912,797 shares registered for resale under the Secondary Offering as these shares had satisfied a one year holding requirement under Rule 144 of the SEC.

ITEM 6.

SELECTED FINANCIAL DATA

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

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 of December 31, 2021, we had cash on hand of $293 and current liabilities of $1,463,282. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2022. 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 going-concern 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.

Net cash used in operating activities. During the fiscal year ended December 31, 2021, net cash used in operating activities was $(65,397) compared with $(112,189) used in operating activities for the fiscal year ended December 31, 2020. The cash flow used in operating activities in the fiscal year ended December 31, 2021 was primarily the result of incurred operating losses. The cash flow used in operating activities in the fiscal year ended December 31, 2020 was primarily the result of incurred operating losses.

Net cash used in investing activities. During the fiscal year ended December 31, 2021, net cash used in investing activities was $Nil compared with $Nil used in investing activities for the fiscal year ended December 31, 2020.

Index

Net cash provided by financing activities. During the fiscal year ended December 31, 2021, net cash provided by financing activities was $66,172 compared with $115,226 provided by financing activities for the fiscal year ended December 31, 2020. The cash flow provided by financing activities in the fiscal year ended December 31, 2021 was primarily attributable to advances from shareholders and a private placement. The cash flow provided by financing activities in the fiscal year ended December 31, 2020 was primarily attributable to advances from shareholders and the issuance of preferred shares.

(b) Results of Operations.

Comparison of Fiscal Year Ended December 31, 2021 to Fiscal Year Ended December 31, 2020

We earned no revenues during the fiscal year ended December 31, 2021 and we earned $15,336 in revenues from the sale of four mining leases during the fiscal year ended December 31, 2020. We do not anticipate earning any further revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

Consulting Fees. Consulting fees decreased to $116,400 for the fiscal year ended December 31, 2021 from $200,000 for the fiscal year ended December 31, 2020. The increase in consulting fees was primarily attributable to the decrease in the trading price range of the common stock used for stock based executive compensation.

Exploration Expenses. Exploration expenses decreased to $1,904 for the fiscal year ended December 31, 2021 from $67,357 for the fiscal year ended December 31, 2020. The decrease in exploration expenses was attributable to reduced drilling, staking fees and geological consultants.

General and Administrative Expenses. General and administrative expenses increased to $499,546 for the fiscal year ended December 31, 2021 from $13,716 for the fiscal year ended December 31, 2020. The increase was due to increased costs associated with marketing.

Professional Fees. Professional fees decreased to $69,926 for the fiscal year ended December 31, 2021 from $95,821for the fiscal year ended December 31, 2020. The fees are the Company’s costs associated with Company filings.

Interest Expense. Interest expense was $24,013 for the fiscal years ended December 31, 2021 and $18,670 for the fiscal year ended December 31, 2020. The interest accrued on the David Mason loan as described in Note 5 to the financial statements.

Depreciation. Depreciation expenses of $Nil for the fiscal year ended December 31, 2021 and for the fiscal year ended December 31, 2020. The company did not acquire any depreciable assets during the year.

Loss on Note Receivable. The loss in 2021 was due to the settlement of a debt netted against a note receivable as described in Note 7 to the financial statements.

Loss on Debt Settlement. The loss in 2021 was due to the settlement of a debt exchanged for share of commonstock and warrants as described in Note 7 to the financial statements.

Loss on Disposal of Mineral Rights. The loss in 2020 was due to the impairment charge on mineral rights as described in Note 4 to the financial statements.

Net loss. For the fiscal year ended December 31, 2021, we incurred a net loss of $(1,000,689) as compared to a net loss of $(860,556) for the fiscal year ended December 31, 2020. The net loss was primarily a result of the increase in marketing exploration activity and, not yet having commenced its mining operations, terminated or expired property agreements, impairment of acquired mineral rights.

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.

(d) 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.

(e) Contractual Obligations.

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


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Index

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

image provided by client

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1930)

To the Board of Directors and Stockholders of Joshua Gold Resources Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Joshua Gold Resources Inc. (the “Company”) as of December 31, 2021 and 2020 and the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years ended December 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. This matter is also described in the “Critical Audit Matters” section of our report.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Index

Going Concern

Critical Audit Matter Description

As described in Note 1, the Company’s operations are mainly funded with debt financing, which is dependent upon many external factors and may be difficult to raise when required. The Company may not have sufficient cash to fund its operations, and therefore, will require additional funding, which if not raised, may result in the delay, postponement or curtailment of some or all of its activities. Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables, such as planned expenditures, future financings and market conditions. Future economic conditions, including the impact of the global COVID-19 pandemic and effects of key events subsequent to the year end, such as debt financing, also impacted management’s judgements and estimates.

We identified the Company’s ability to continue as a going concern as a critical audit matter, because auditing the Company’s going concern assessment is complex, and involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts, planned refinancing actions and other assumptions used in the Company’s going concern analysis. The Company’s ability to execute the planned refinancing actions are especially judgmental given that the global financial markets and economic conditions have been, and continue to be, volatile as a result of the COVID-19 pandemic.

This matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.

Audit Response

We responded to this matter by performing procedures over management’s assessment of the Company’s ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

•

We inquired with management whether there is substantial doubt regarding the Company’s ability to continue as a going concern;

•

We inquired and evaluated management’s plan for future actions, including subsequent events, and whether the outcome of these plans is likely to improve the situation and assessed the feasibility of the plan;

•

We evaluated management’s process for preparing the business plan with forecasted cash flows included in the going concern assessment;

•

We assessed the completeness, accuracy, and relevance of underlying data used in management’s forecast;

•

We assessed the adequacy of the going concern disclosures included in Note 1 of the consolidated financial statements and consider these to appropriately reflect the assessments that management has performed.

image provided by client

/s/ MNP LLP

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company’s auditor since 2016.

Mississauga, Canada

March 31, 2022

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Balance Sheet

Presented in US Dollars
	December 31, 2021		December 31, 2020
Current Assets
Cash	$	293	$	3,716
Accounts receivable and other assets		11,043		11,237
Prepaid expenses		88,330		-
Notes receivable (Note 7)		10,521		19,000
Total Current Assets		110,187		33,953
Other Assets
Mineral properties (Note 3)		1		1
TOTAL ASSETS	$	110,188	$	33,954

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	314,671	$	297,594
Accrued liabilities		27,278		27,410
Advances from stockholders (Note 4)		635,131		555,555
Dividends Payable (Note 6)		486,202		419,848
Due on mineral rights (Note 5)		-		39,270
Total Liabilities		1,463,282		1,339,677

Stockholders' Deficit
Preference Shares, $0.0001 par value; 100,000,000		25		25
shares authorized; 243,690 shares issued and
outstanding (December 31, 2020 – 243,690) (Note 6)
Common Stock, $0.0001 par value; 400,000,000
shares authorized; 153,556,362 shares issued and
outstanding (December 31, 2020 –141,484,681) (Note 6)		15,346		14,139
Additional Paid In Capital (Note 6)		12,278,733		11,179,536
Shares to be Issued (Note 6)		2,256,444		2,341,728
Accumulated other comprehensive income		51,549		46,998
Accumulated Deficit		(15,955,191)		(14,888,149)
Total Stockholders' Deficit		(1,353,094)		(1,305,723)
Total Liabilities and Stockholders' Deficit	$	110,188	$	33,954


Going Concern – see Note 1
Commitments and Contingencies – See Note 3

See accompanying notes to the financial statements

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Statements of Operations and Comprehensive Loss

Presented in US Dollars

	Year ended		Year ended
	December 31, 2021		December 31, 2020
REVENUE
Sale of mineral property leases	$	-	$	15,336
OPERATING EXPENSES

Consulting fees (Note 6)	$	116,400	$	200,000
Professional fees		69,926		95,821
General and administrative		499,546		13,717
Exploration		1,904		67,357
Interest		24,013		18,670
Foreign exchange loss (gain)		701		(6,672)
Loss on note receivable (Note 7)		8,479		-
Loss on debt settlement(Note 6)		9,720		-
Loss on impairment of properties (Note 3)		270,000		487,000
TOTAL OPERATING EXPENSES		1,000,689		875,893

NET LOSS		(1,000,689)		(860,557)

OTHER COMPREHENSIVE LOSS
Foreign currency translation gain (loss)		4,551		(13,532)
NET LOSS AND COMPREHENSIVE LOSS	$	(996,138)	$	(874,089)

NET LOSS	$	(1,000,689)	$	(860,557)
Dividends on Preferred Stock		(66,353)		(59,986)
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS	$	(1,067,042)	$	(920,543)

LOSS PER SHARE - BASIC AND DILUTED		$0.0067		$0.0062

WEIGHTED NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED		150,986,918		139,729,490

See accompanying notes to the financial statements

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Statements of Stockholders’ Deficit

For the years ended December 31, 2021 and December 31, 2020

Presented in US Dollars

	Preferred Stock		Common Stock		Additional Paid-in	Stock to be	Accumulated Other Comprehensive	Accumulated	Total Stockholders’
	Shares	Par Value	Shares	Par Value	Capital	Issued	Income	Deficit	Deficit
Balance – December 31, 2019	240,000	24	138,084,681	13,799	10,878,186	1,901,044	60,530	(13,967,606)	(1,114,023)

Stock to be issued for compensation (Note 6)						200,000			200,000

Stock issued from private placement (Note 6)	3,690	1			3,689				3,690

Stock issued for mineral rights (Note 6)			3,400,000	340	297,660				298,000

Stock issued for services (Note 6)						51,685			51,685

Stock to be issued for mineral rights (Note 6)						189,000			189,000

Foreign currency translation							(13,532)		(13,532)

Net loss								(860,557)	(860,557)

Dividends								(59,986)	(59,986)

Balance – December 31, 2020	243,690	25	141,484,681	14,139	11,179,536	2,341,728	46,998	(14,888,149)	(1,305,723)

Stock to be issued for compensation (Note 6)						116,400			116,400

Stock issued from private placement (Note 6)			200,000	20	9,980	-			10,000

Stock issued for debt settlement (Note 6)			738,347	74	61,331	(12,685)			48,720

Stock issued for mineral rights (Note 6)			7,200,000	720	458,280	(189,000)			270,000

Stock issued for services (Note 6)			3,533,334	353	529,647				530,000

Stock issued for services (Note 6)			400,000	40	39,960				40,000

Foreign currency translation							4,551		4,551

Net loss								(1,000,689)	(1,000,689)

Dividends								(66,353)	(66,353)

Balance – December 31, 2021	243,690	25	153,556,362	15,346	12,278,733	2,256,444	51,549	(15,955,191)	(1,353,094)

See accompanying notes to the financial statements

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Statements of Cash Flows

Presented in US Dollars

	Year Ended			Year Ended
	December 31, 2021			December 31, 2020
CASH FLOWS USED IN OPERATIONS
OPERATING ACTIVITIES
Net loss	$	(1,000,689)		$	(860,557)
Adjustments for non-cash items:
Loss on impairment of mineral rights		270,000			487,000
Loss on debt settlement (Note 6)		9,720			-
Loss on note receivable (Note 7)		8,479			-
Interest on shareholder loans		24,013			-
Stock based compensation		116,400			200,000
Issuance of Common shares for services (Note 6)		570,000			51,685
Adjustments for changes in working capital
Accounts receivable and other assets		8,673			8,653
Prepaid expenses		(88,330)			-
Accounts payable and accrued liabilities		16,337			(281)
Due on mineral rights		-			1,311
NET CASH USED IN OPERATING ACTIVITIES		(65,397)			(112,189)

FINANCING ACTIVITIES
Advances from stockholders (Note 4)		56,172			111,535
Advances from Private placement (Note 6)		10,000			-
Debt settlement of mineral rights loan (note 7)		(8,479	)		-
Loss on Note receivable (Note 7)		(39,270	)		-
Issuance of shares from debt settlement (Note 7)		39,000			-
Issuance of Preferred shares (Note 6)		-			3,691
NET CASH PROVIDED BY FINANCING ACTIVITIES		57,423			115,226

EFFECT OF EXCHANGE RATE CHANGE FOR OPENING CASH		4,551			(13,532)
NET (DECREASE) IN CASH		(3,423)			(10,495)
CASH, BEGINNING OF YEAR		3,716			14,211
CASH, END OF YEAR	$	293		$	3,716

SUPPLLEMENTARY CASH FLOW INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Stock issuances to for services	$	570,000		$	-
Stock issuances to acquire mineral properties	$	270,000		$	487,000

See accompanying notes to the financial statements.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

1.Nature of Operations and Going Concern

Joshua Gold Resources Inc. (referred to herein as “Joshua”, or the “Company”) was incorporated on July 10, 2009 in the State of Nevada, USA.

The Company operates as a mineral exploration business headquartered at 1033 Pattullo Avenue, Unit 20 in Woodstock, Ontario, Canada. Its principal business activity is the acquisition, exploration and development of mineral property interests in Canada. The Company is considered to be in the exploration stage and substantially all of the Company’s efforts are devoted to financing and developing these property interests.

The Company has the rights to ten mineral properties in Ontario and in the Northwest Territories, Canada. There has been no determination whether the Company’s interests in unproven mineral properties contain mineral reserves, which are economically recoverable.

During the year, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

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 $1,000,689 for the year ended December 31, 2021, and a working capital deficit of $1,353,095. As an exploration stage entity, the Company has not yet commenced its mining operations and accordingly does not have any revenue. This casts substantial doubt on the Company’s ability to continue as a going concern unless it can begin to 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 the action and plan above will be sufficient for the Company to continue operating as a going concern.

The 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.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

2.Significant Accounting Policies

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting policies followed in the preparation of these financial statements are as follows:

Mineral Properties and Exploration and Development Costs

The costs of acquiring mineral properties are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset.

Impairment of long-lived assets

Long-lived assets that are held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Intangible assets having an indefinite useful life are assessed for impairment annually.

The Company evaluates at each balance sheet date whether circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.

Foreign Currency Translation

The Company's accounts have been translated into U.S. dollars in accordance with the provisions of Accounting Standards Codification (“ASC”) No. 830 Foreign Currency Matters. Management has determined that the functional currency of the Company is the Canadian dollar ("CAD"). Certain assets and liabilities of the Company are denominated in U.S. dollars. In accordance with the provisions of ASC No. 830, transaction gains and losses on these assets and liabilities are included in the determination of income or loss for the relevant years. Adjustments resulting from the translation of the financial statements from their functional currencies to U.S. dollars are accumulated as a separate component of accumulated other comprehensive income and have not been included in the determination of income or loss for the relevant years.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Some of the Company's more significant estimates include those related to going concern and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Comprehensive Loss

The Company follows the guidance in ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of financial statements. Comprehensive loss is presented in the statements of stockholders' deficit and consists of foreign currency translation adjustments. ASC 220 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

2.Significant Accounting Policies – continued

Fair Value of Financial Instruments

In accordance with ASC 820, Fair Value Measurement, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 -	Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 -	Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 -	Inputs to the valuation methodology are unobservable and significant to the fair value.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

2.Significant Accounting Policies – continued

Stock-based Compensation

The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements measured based on the fair value of the equity or liability instruments issued, when granted in exchange for employee services.

Awards granted to non-employees fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever is more reliable.

Net Earnings (Loss) Per Share

The Company accounts for earnings (loss) per share pursuant ASC 260, Earnings Per Share, which requires disclosure on the unaudited condensed interim financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. The weighted average number of shares outstanding has been adjusted for the effects of stock dividends, stock splits, and reverse stock splits.

There were no dilutive financial instruments for the years ended December 31, 2021 and 2020.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. ASU 2016-13 is effective for fiscal years beginning after December 15, 2020 and had no impact on the Company’s unaudited condensed interim financial statements.

In November 2019, the FASB issued ASU No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements—Share-Based Consideration Payable to a Customer, that simplifies and increases comparability of accounting for nonemployee share-based payments, specifically those made to customers. The new guidance requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Topic 718. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. ASU 2019-08 is effective for fiscal years beginning after December 15, 2019 and had no impact on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

3.Mineral Property Interests

	Mineral Properties
Balance at January 1, 2016		$	1
Carson Property acquisition (a)			15,000
Impairment charge Carson Property (a)			(15,000)
Balance at December 31, 2016		$	1
Rollo Property			25,000
Janes Reef Property			16,000
Asquith Property			10,000
C1 Mortimer Property (c)			941,460
Impairment charge (c)			(992,460)
Balance at December 31, 2017 and 2018		$	1
C1 Mortimer amendment (c)			359,760
Chewitt Property (d)			60,360
King Solomon Mines Property (e)			1,280,000
Impairment charge (c) (d) (e)			(1,700,120)
Balance at December 31, 2019		$	1
Borden Lake North (f)			15,000
Halcrow, McCool, Seymour Lake (g)			145,000
Haycock, Godfrey and Roma (h)			138,000
Hiltz (i)			21,000
Jo-Anne Property(j)			168,000
Impairment charge (f)(g)(h)(i)(j)			(487,000)
Balance at December 31, 2020			1
Niobe Property (k)			120,000
Benoit West Property (l)			150,000
Impairment charge (k)(l)			(270,000)
Balance at December 31, 2021			1

a)Carson Property

On December 23, 2010, the Company entered into a mineral property acquisition agreement with 2214098 Ontario Ltd. pursuant to which the Company acquired the mining lease to the Carson Property. Under the acquisition agreement, the Company was required to pay:

1.Cash consideration of $99,060 (CDN$100,000) to be paid according to an installment schedule between April 30, 2011 and December 31, 2015;

2.Equity consideration of 1,000,000 shares of common stock to be issued on or before March 30, 2011; and

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

The Carson Property is 1,812 acres in area and is located north by north-west of the City of Yellowknife, in the Northwest Territories, Canada. The Company’s interest in the property consists of a 21-year mining lease, which expires on December 31, 2024 and for which the Company was responsible for making annual lease payments of $1,141, in order to keep the lease in good standing.

On December 13, 2012, the Company terminated its acquisition agreement for the Carson Property with 2214098 Ontario Ltd. Under the terms of the agreement, the Company returned the property to the vendor, and both parties are released from any further obligation under the agreement.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

3.Mineral Property Interests -continued

a)Carson Property -continued

The Company had reflected the termination as a loss on disposal of mineral property on the statement of operations of $112,686 for the year ended December 31, 2012.

During 2016, the Company reacquired the Carson Property in exchange for 300,000 shares of common stock to be issued valued at $15,000.

In 2016, the Company recognized an impairment charge of $15,000 on the carrying value of the Carson Property based on the substantial doubt of the Company’s ability to raise adequate financing.

b)Kenty Gold Property

McClay Conveyed Property. On October 4, 2012, the Company entered into and closed a mineral property acquisition agreement (the “McClay Agreement”) with Brian McClay, a British Columbia, Canada resident (“McClay”), pursuant to which McClay agreed to sell to the Company an undivided one hundred percent (100%) interest in and to certain mineral interests found on the Kenty Gold Property located in the Townships of Swayze and Dore, Ontario, Canada (the “McClay Conveyed Property”).

As consideration for the sale of the McClay Conveyed Property, the Company agreed to deliver the following to McClay in the manner set forth below:

(a)Closing Date. CDN$50,000 within six (3) business days following the closing date.

(b)February 4, 2013.

(i)CDN$100,000 on or before February 4, 2013; and

(ii)200,000 common shares of Company on or before February 4, 2013.

(c)April 4, 2013.

(i)CDN$150,000 on or before April 4, 2013; and

(ii)200,000 common shares of Company on or before April 4, 2013.

(d)October 4, 2013.

(i)CDN$300,000 on or before October 4, 2013; and

(ii)250,000 common shares of Company on or before October 4, 2013.

(e)April 4, 2014.

(i)CDN$300,000 on or before April 4, 2014; and

(ii)250,000 common shares of Company on or before April 4, 2014.

(f)October 4, 2014.

(i)CDN$300,000 on or before October 4, 2014; and

(ii)250,000 common shares of Company on or before October 4, 2014.

(g)April 4, 2015.

(i)CDN$300,000 on or before April 4, 2015; and

(ii)550,000 common shares of Company on or before April 4, 2015.

(h)Reserve. Upon completion of a NI 43-101 compliant mineral resource estimate and pre-feasibility study, with an indicated reserve (by which the parties meant “indicated mineral resource”) of 1,000,000 Troy Ounces of Gold (Aurum Metal) on the McClay Conveyed Property, Company shall pay CDN$1,000,000 to McClay.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

n)Kenty Gold Property-continued

(i)Production.

(i)Upon production of 1,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$1,000,000 to McClay.

(ii)Upon production of 3,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$2,000,000 to McClay.

(iii)Upon production of 5,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$2,000,000 to McClay.

(j)Early Buyout Option. Company shall have the option of early buyout within one year of execution for a cash payment of CDN$750,000 and 750,000 common shares of Company.

In addition, upon the Commencement of Commercial Production (as defined in the McClay Agreement), the Company shall pay to McClay a royalty in an amount equal to three percent (3%) of all Net Smelter Returns (as defined in the McClay Agreement) on minerals mined from the McClay Conveyed Property (the “Seller NSR”) on the terms and conditions as set out in the McClay Agreement. Notwithstanding the foregoing, at any point in time following the closing date and upon the Company’s sole election, McClay shall sell to Company fifty percent (50%) of the Seller NSR for a purchase price of CDN$1,500,000.

During 2014, the Company recognized an impairment charge of $1,975,999 on the carrying value of the Kenty Property based on the substantial doubt of the Company’s ability to raise adequate financing to further develop and explore this property.

At present the Company is involved in three material litigation proceedings. These actions are ongoing in the Ontario Superior Court of Justice and all involve the ownership of the Kenty Property.

As at December 31, 2021, these matters remain to be resolved.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

o)C1 Mortimer Property

In January 2017, the Company entered into a Joint Venture Agreement whereby it has an Option to acquire a fifty per cent (50%) interest in a claim known as the C1- Mortimer property. In order to earn the fifty per cent interest the Company must:

1.Pay $10,000 CDN upon signing;

2.Pay 10 million shares of common stock of the Company to the prospectors pro rata upon signing, which was reduced to 9,850,000 shares of common stock, of which 8,840,000 were issued and the remaining are included in stock to be issued.

3.Spend five hundred thousand ($500,000) on mineral exploration on the property within 30 months of the signing anniversary.

4.Grant Larry Salo first right of refusal on all exploration work.

5.Pay the prospector owners, pro rata, CDN$750,000, within 30 months of the signing anniversary.

The current owner prospectors will retain a three per cent (3%) Net Smelter Royalty on the property.

On June 2, 2017, the payment of CDN$10,000 was changed to a payment of CDN$5,000 on June 5, 2017, plus CDN$5,000 paid on July 7, 2017. Total consideration of shares and these payments translated into USD amounted to $941,460. The Company recognized an impairment charge of $941,460 on the carrying value based on the substantial doubt of the Company’s ability to raise adequate financing to further develop and explore this property.

On October 8, 2019 the Joint Venture agreement expired and was replaced with a new Joint Venture Option Agreement signed November 19, 2019 with the following terms:

1.Pay the prospector owners $75,000 CDN annually for 10 years beginning January 1, 2021 and ending January 1, 2030.

2.The Company must spend three hundred thousand dollars ($300,000.00) CDN in mineral exploration on the property by January 1, 2025.

3.Upon signing, the Company will issue two million, four hundred thousand (2,400,000) JSHG common shares to the prospector owners as compensation for the changes to the original Joint Venture Option agreement.

4.The Company must keep each and all claims within the group that comprises the Property in good standing. If the Company forfeits one, any or all of the claims that comprise the Property, then the Company is obligated to inform the prospector owners of its impending forfeiture of any or all claims at least four months previous to the leased claims coming open for staking,

5.Prospector and driller Larry Salo will be granted first right of refusal on all exploration work,

6.The Company must maintain proper insurance on the Property at all times either by itself as a policy holder or through policies held by the Company's contractors such that the prospector owners have no legal liability at any time on the Property,

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

As at December 31, 2021 and December 31, 2020, the Company had yet to issue 2,400,000 common shares of stock to the prospector owners. In 2019, the Company recognized an additional impairment charge of $359,760 on the carrying value of the C1 Mortimer Property based on the substantial doubt of the Company’s ability to raise adequate financing.

p)Chewitt Property

During the year ended December 31, 2020, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired the mining lease to the Chewitt Property. Under the acquisition agreement, the Company issued equity consideration of 300,000 shares of common stock and cash of $360 ($475 CDN).

In 2019, the Company recognized an impairment charge of $60,360 on the carrying value of the Chewitt Property based on the substantial doubt of the Company’s ability to raise adequate financing.

q)King Solomon Mines Property

During the year ended December 31, 2020, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired the mining lease to the King Solomon Mines Property. Under the acquisition agreement, the Company issued equity consideration of 8,000,000 shares of common stock and agreed to a two per cent (2.0%) Net Smelter Royalty (NSR) to be paid. Vendor granted the Purchaser an Option to purchase 50% of the NSR (1%NSR) for $2 Million Canadian dollars ($2,000,000).

In 2019, the Company recognized an impairment charge of $1,280,000 on the carrying value of the King Solomon Property based on the substantial doubt of the Company’s ability to raise adequate financing.

r)Borden Lake North Property

On January 15, 2020, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired 100% interest in eleven claims (approximately 495 acres), known as the Borden North Property in Cochrane and Darcy Townships located about 6.5 kilometers (app. 4 miles) north of the Newmont Borden Lake gold mine in Northern Ontario. Under the acquisition agreement, the Company will transfer equity consideration of 100,000 shares of common stock, valued at US$0.15 per share recorded in shares to be issued and agreed to a two per cent (2.0%) Net Smelter Royalty (NSR) to be paid. Vendor granted the Purchaser an Option to purchase 75% of the NSR (1.5%NSR) for $1 Million Canadian dollars ($1,000,000).

During the year ended December 31, 2020, the Company recognized an impairment charge of $15,000 on the carrying value of the Borden Lake North Property based on the substantial doubt of the Company’s ability to raise adequate financing.

s)Halcrow Gold, McCool, Seymour Lake Property

On April 14, 2020, the Company purchased a 100% interest in thirty five claims, known as the Halcrow Gold Property, McCool Property and Seymour Lake Extension Property Northern Ontario. The Company paid one million JSHG common shares at $0.145 per share for the mineral property and a two per cent (2%) Net Smelter Royalty ('NSR') of which the Company has the option to repurchase 75% of the NSR for one million Canadian dollars ($1,000,000) for each of the three properties at any time.

In 2020, the Company recognized an impairment charge of $145,000 on the carrying value of the Halcrow Gold Property, McCool Property and Seymour Lake Extension Property based on the substantial doubt of the Company’s ability to raise adequate financing.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

t)Haycock, Godfrey, Roma Lake Property

On August 20, 2020, the Company purchased a 100% interest in twenty claims, known as the Haycock Gold Property, Godfrey and Roma Lake Property in Northern Ontario. The Company paid two million three hundred thousand JSHG common shares at $0.06 per share for the mineral property and a three per cent (3%) Net Smelter Royalty ('NSR') of which the Company has the option to repurchase 75% of the NSR for one million Canadian dollars ($1,000,000) for each of the three properties at any time. As at December 31, 2021, the shares are reflected in Shares to be issued.

In 2020, the Company recognized an impairment charge of $138,000 on the carrying value of the Haycock Gold Property, Godfrey and Roma Lake Property based on the substantial doubt of the Company’s ability to raise adequate financing.

u)Hiltz Property

On November 19, 2020, the Company purchased a 100% interest in eight claims, known as the Hiltz in the Asquith Township in Northern Ontario. The Company paid three hundred thousand JSHG common shares at $0.07 per share for the mineral property and a two per cent (2%) Net Smelter Royalty ('NSR') of which the Company has the option to repurchase 75% of the NSR for one million five hundred thousand Canadian dollars ($1,500,000) at any time.

In 2020, the Company recognized an impairment charge of $21,000 on the carrying value of the Hiltz Property based on the substantial doubt of the Company’s ability to raise adequate financing.

v)Jo-Anne Property

In 2020, the Company recognized an impairment charge of $168,000 on the carrying value of the Jo-Anne Property based on the substantial doubt of the Company’s ability to raise adequate financing.

w)Niobe Property

On May 15, 2021, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired 100% interest in fifteen claims, known as the Borden North Property in Collins\Chewett Townships located in Northern Ontario. Under the acquisition agreement, the Company issued equity consideration of 2,000,000 shares of common stock, valued at US$0.06 per share and agreed to a two per cent (2.0%) Net Smelter Royalty (NSR) to be paid. The Vendor granted the Purchaser an Option to purchase 50% of the NSR (1.0%NSR) for $2 Million Canadian dollars ($2,000,000).

In the year ended December 31, 2021, the Company recognized an impairment charge of $120,000 on the carrying value of the Niobe Property based on the substantial doubt of the Company’s ability to raise adequate financing. In addition, no work was done on these claims and they expired in December of 2021.

x)Benoit West Property

On August 17, 2021, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired 100% interest in fifteen claims, known as the Benoit West located in Northern Ontario. Under the acquisition agreement, the Company issued equity consideration of 2,500,000 shares of common stock, valued at US$0.06 per share and agreed to a two per cent (2.0%) Net Smelter Royalty (NSR) to be paid. Vendor granted the Purchaser an Option to purchase 50% of the NSR (1.0%NSR) for $1 Million Canadian dollars ($1,000,000).

In the year ended December 31, 2021, the Company recognized an impairment charge of $150,000 on the carrying value of the Benoit West Property based on the substantial doubt of the Company’s ability to raise adequate financing. No work was done on these claims and they expired in December of 2021.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

4.Advances From Stockholders

The Company has advances from related stockholders and various individuals and corporations who are not related parties.

	December 31, 2021		December 31, 2020

Due to Alan Ward – former CEO	$	74,861	$	74,861
During the year ended December 31, 2016, Alan Ward, the former CEO of the Company transferred personal shareholdings to a vendor of the Company and assumed the debt previously owed to the vendor. The amount is non-interest bearing, unsecured and has no specified terms of repayment.

Due to Penny Currah, stockholder and consultant to the Company. The amount is non-interest bearing, unsecured and has no specified terms of repayment.		1,172		-

Due to David Mason – former Director and Consultant		122,587		99,053

On February 18, 2013, the Company entered into a short term loan agreement with David Mason, at the time a director of the Company, in the amount of CDN$25,000, with $7,500 common shares. The loan was formerly interest bearing at 1% compounded monthly, with an original maturity of April 18, 2013 and if unpaid thereafter bearing interest at 22.5%. The loan is secured by a 10% interest in the Mortimer property, which the Company no longer owns, or 150,000 common shares. As the maturity has passed, the amount plus accrued interest is now due on demand. Interest expense on the loan was CDN$30,722 ($24,012) in 2021 and CDN$24,704 ($18,670) in 2020 which is included in the amount of the loan.

Due to Friggi N. A. Inc., a company under the control of Benedetto Fuschino, President and CEO of the Company. During the year the amount of the advances totalled US $55,000, these amounts were non-interest bearing, unsecured and had no terms of repayment.		431,660		376,791

Due to 1873942 Ontario Inc., a company under the control of Dino Micacchi Secretary-Treasurer and CFO of the Company. These amounts are non-interest bearing, unsecured and have no terms of repayment.		4,850		4,850
Advances from Shareholders	$	635,131	$	555,555

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

5.Amounts Due On Mineral Rights Acquisitions

December 31,

2021

December 31,

2020

Due to Andrew Currah re: Kenty Property

39,270

On December 13, 2021 Andrew Currah sold $12,500 of his loan to a third party for $12,500 cash at fair value after which the entire debt was settled for shares of common stock and warrants as described in note 6.

6.Capital Stock

a)Common Stock

During the year ended December 31, 2021, the Company issued no shares of common stock to directors and employees of the Company for services rendered.

During the year ended December 31, 2020, the Company issued no shares of common stock to directors and employees of the Company for services rendered.

During the year ended December 31, 2020, the Company issued 3,400,000 shares of common stock to third parties for the acquisition of mineral rights at the transaction prices ranging from $0.06 to $0.07 per share for a total value of $298,000.

During the year ended December 31, 2021, the Company issued 200,000 shares of common stock to third parties for a private placement $0.02 per share for a total value of $10,000.

b)Stock To be Issued

As of December 31, 2021, the Company has yet to issue 9,521,577 (2020 – 9,009,924) shares of common stock at the transaction prices ranging from $0.02 to $0.15 per share for a total of $2,256,444 (2020 -$2,341,728). In addition, 3,576,534 (2020 – 1,576,534) shares of common stock are to be issued to directors for services recorded in prior years. An additional 1,995,043 (2020 – 1,995,043) shares of common stock are yet to be issued for debt settlements from prior years.

For the year ended December 31, 2021, 2,000,000 (2020- 2,000,000) shares became issuable to directors and officers of the Company for services rendered. These transactions have been recorded as consulting fees having a total value of $116,400 (2020 $200,000) within shares to be issued.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

6.Capital Stock

b)Stock To be Issued - continued

For the year ended December 31, 2021, the Company had not yet issued 1,950,000 shares of common stock and warrants for 1,950,000 shares of common stock with an expiry date of December 13, 2024 for debt settlements having a total value of $39,000. The fair value of the commons shares was $0.021 per share for a total of $40,950. The warrants were valued at $0.004 each for a total of $7,860 based on the following assumptions:

1.	Exercise price of each warrant	$0.20
2.	Expected life in years	3
3.	Annualized Volatility	100%
4.	Annual rate of quarterly dividends	0%
5.	Discount rate – Bond Equivalent yield	0.95%
6.

This was recorded as reduction in current liabilities and as an increase within shares to be issued.

c)Preferred Stock

The Company has authorized Class A preferred stock available to be issued for $1.00 per share, are non-participating and non-voting and accrue cumulative dividends at the rate of 10% per annum. The Company may retract the stock at any time upon the payment of $1.00 per share plus any unpaid dividends. In the event of any wind-up of the Company, the Class A preferred stock has a priority distribution of $1.00 per share plus any unpaid dividends before any distribution to the common stockholders.

d)Dividends

As at December 31, 2021, the Company was in arrears in dividends on preferred shares. The balance of dividends payable of $486,202 (December 31, 2020 - $419,848) includes dividends of $278,769 (December 31, 2020 - $254,400) and accrued interest of $207,433, (December 31, 2020 - $165,448), accrued at 10.0% interest compounded annually.

Preferred dividends for the year ended December 31, 2021 and 2020 had an effect of $nil on loss per share available to common stockholders.

e)Warrants

During the year, 1,950,000 warrants became issuable for a debt settlement as described in note 6 b).

The Company had no warrants outstanding at December 31, 2020.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

6.Capital Stock – continued

f)Stock-Based Compensation

The Company incurred stock-based compensation expense in connection with its compensation agreements for its directors and officers. Under these agreements, common stock may be issued as a signing bonus or at certain benchmark dates within an individual’s period of service. Stock-based compensation is calculated as the fair value of the stock issued or to be issued to an individual at the time the employment contract was signed and is recorded at the time it becomes owing to the individual. Stock issued to a director, manager, or employee may be deferred in the event that their contract requires the individual to remain employed with the Company for a specified time period after issuance.

For the year ended December 31, 2021, 2,000,000 shares (December 31, 2020 – 2,000,000) became issuable in connection with stock-based compensation arrangements.

These shares were valued ranging from $0.03 to $0.11 per share and resulted in compensation expense of $116,400. These fees were recorded as a component of consulting fees in the amount of $116,400 (December 31, 2020 – $200,000) on the statements of operations and comprehensive loss.

7.Related Party Transactions and Balances

The following transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties.

Refer to Note 6(f) for the disclosure of stock-based compensation to the CEO and CFO of the Company.

Refer to Note 4 related to advances from stockholders and debt settlements with related parties.

Receivable from Related Parties

December 31,

2021

December 31,

2020

Receivable from Sabine Frisch for stock to be issued, Sabine Frisch is the wife of Scott Keevil a stockholder and consultant to the Company

10,521

19,000

This amount is non-interest bearing, unsecured and had no terms of repayment. Subsequent to the year end this receivable was settled by netting the balance of $19,000 against the accounts payable debt amount owing to Firelake Resources Inc. of $13,425 as described in Note 9.

8.Income Taxes

As at December 31, 2021 and 2020, the Company had no accrued interest and penalties related to uncertain tax positions. Reconciliation of the statutory tax rate of 21% (2020 - 21%) and income tax benefits at those rates to the effective income tax rates and income tax benefits reported in the statements of operations and comprehensive loss is as follows:

Income tax rate		21.0%			21.0%

	For the Years Ended December 31,
	2021			2020

Loss before income tax	$	(1,000,689	)	$	(860,557	)

Expected income tax recovery		(210,145	)		(180,717	)
Unrealized foreign exchange		147			(1,401	)
Other permanent difference		5,043			3,921
Stock-based compensation		24,444			42,000
Change in valuation allowance		180,511			136,197
Income tax expense	$	-		$	-

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

The following table summarizes the significant components of deferred tax:

	For the Years Ended December 31,
	2021		2020
Deferred tax asset:
Net operating loss carry forward	$	6,626,368	$	6,056,895
Exploration and development costs		3,555693		3,265,590

Valuation allowance	$	(10,182,061)	$	(9,322,485)

The Company has net operating loss carryovers of approximately $6.6 million for federal and state income tax purposes, which begin to expire in 2029. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company. Based on losses from inception, the Company determined that as of December 31, 2021 it is more likely than not that the Company will not realize benefits from the deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a valuation allowance against the deferred tax assets was required.

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010.

9.Financial Instruments

Fair Values

The Company’s financial instruments consist of cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, dividends payable, advances from stockholders, and amounts due on mineral rights acquisition. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of these instruments. The Company’s only financial instruments carried at fair value on the balance sheet is cash, which is classified at Level 1 and is measured using quoted market prices. Furthermore, there were no transfers of financial instruments between Levels 1, 2, and 3 during the years ended December 31, 2021 and 2020.

Index

Joshua Gold Resources Inc.

(An Exploration Stage Company)

Notes to Financial Statements

For the year ended December 31, 2021

9.Financial Instruments - continued

Foreign Currency Risk

Foreign currency risk is the risk that changes in the rates of exchange on foreign currencies will impact the financial position or cash flows of the Company. The Company’s functional currency is the Canadian dollar, thus the Company is exposed to foreign currency risks in relation to certain payables that are to be settled in US funds. Management monitors its foreign currency exposure regularly to minimize the risk of an adverse impact on its cash flows.

Concentration of Credit Risk

Concentration of credit risk is the risk of loss in the event that certain counterparties are unable to fulfill its obligations to the Company. The Company limits its exposure to credit loss on its cash by placing its cash with high credit quality financial institutions. The Company does not have any cash in excess of federally insured limits. Sales taxes receivable are due from the Canadian government and notes receivable are due from stockholders with whom the Company also has advances payable.

Liquidity Risk

Liquidity risk is the risk that the Company’s cash flows from operations will not be sufficient for the Company to continue operating and discharge its liabilities. The Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form of debt or equity, or achieving profitable operations in order to satisfy its liabilities as they come due. See note 1.

Market Risk

Market risk is the risk that fluctuations in the market prices of minerals will impact the Company’s future cash flows. The Company is exposed to market risk on the price of gold, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work that the Company will be able to perform, and the number of financing opportunities that will be available. Management believes that it would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks.

10.Subsequent Events

Subsequent to the year end the Company President, Benedetto Fuschino, advanced the company $25,000 through Friggi N.A. Inc., a company controlled by him, and $10,000 through 1815618 Ontario Inc., a company controlled by him, at 0% interest secured by a promissory note with no set terms of repayment.

Subsequent to the year end the Company settled an account receivable from Sabine Frisch of $19,000 and an account payable of $10,421 to Firelake Resources Inc., a corporation controlled by Scott Keevil, the husband of Ms. Frisch. The settlement resulted in a loss to the Company in the amount of $8,479. The loss on settlement is recognized in the statement of operations ended December 31, 2021.

Index

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

During the Company’s two most recent fiscal years, and since then, no independent accountant who was previously engaged as the Company’s principal accountant to audit the Company’s financial statements has resigned or declined to stand for re-election or been dismissed.

ITEM 9A. 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 Commission’s 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-K 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 controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal controls over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In evaluating the effectiveness of our internal control over financial reporting as of December 31, 2021, management used the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the criteria established by COSO, management (with the participation of the CEO and the CFO) determined that the internal controls over financial reporting are effective as of December 31, 2021. Material weaknesses in the Company’s internal control over financial reporting that were discovered in our financial reporting as of December 31, 2021, included (i) the limited number of staff at the Company; and (ii) the inability of the Company to achieve proper segregation of duties among its staff for effective internal control over financial reporting. The Company does not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. This is considered a material weakness in the Company’s internal control.

Index

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

Name	Age	Positions

Benedetto Fuschino	61	President, Chief Executive Officer and Director
Dino Micacchi	67	Secretary-Treasurer, Chief Financial Officer and Director

Benedetto Fuschino

Mr. Fuschino, age 61, currently serves as a member of the board of directors and as President and Chief Operating Officer of the Company, since October 14, 2014. Mr. Fuschino is the President of Friggi N.A. Inc. a sector leader and partner to the most important international players of the steel and aluminum cutting industry. Friggi's worldwide market share within the sector includes: 30% Italy, 40% Europe and 30% North America and Japan. During his tenure with Friggi, Mr. Fuschino formulated the business plan to introduce Italian products to North America, set up a distribution network, and managed and maintained network and customer relations. Mr. Fuschino studied business at the University of Western Ontario, and is currently studying contractual law there. He has also studied marketing and communications at the University of Windsor, Odette School of Business.

Dino Micacchi

Mr. Micacchi, age 67, currently serves as a member of our board of directors and as Secretary-Treasurer and Chief Financial Officer. Mr. Micacchi has over thirty years of experience within the corporate accounting sector and private practice. From September 2011 to November 2020, Mr. Micacchi served as a partner and officer for Micacchi Warnick & Company Professional Corporation Chartered Accountants. From April 1989 to September 2011, Mr. Micacchi served as a partner for VMSW Chartered Accountants and its predecessor Public Accounting firms. Mr. Micacchi serves as Director and officer on the board of Oxford Technology Group Inc., MW&Co Wealth Management Inc., and MW&CO Realty II Inc. From September 2017 to July 2020, Mr. Micacchi served as Director for the Independent Accountants Investment Group, a wealth management corporation based in Ontario, Canada. Mr. Micacchi holds a Bachelor of Arts degree from the University of Western Ontario, London, Canada. Mr. Micacchi achieved his designation as a Chartered Accountant from the Canadian Institute of Chartered Accountants in 1985.

Term of Office

Our directors are appointed to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board, as described under employment agreements. During the past five years, none of our directors or persons nominated or chosen to become a director has been a director of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Family Relationships

There are no family relationships between any of our directors or executive officers and any other directors or executive officers.

Significant Employees

As of the date hereof, the Company has no employees other than its officers.

Index

Involvement in Certain Legal Proceedings

During the past 10 years, none of our present or former directors, executive officers or persons nominated to become directors or executive officers, promoters or control persons:

(1) A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Index

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 and any amendments thereto furnished to the Company under 17 CFR 240.16a-3(e) during its most recent fiscal year, and any written representation referred to in paragraph (b)(1) of Item 405 of Regulation S-K of the SEC, none of our directors and executive officers or owners of more than 10 percent of our common stock failed to file on a timely basis any report required by Section 16(a) of the Exchange Act during the 2020 calendar year.

Code of Ethics

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company undertakes to provide to any person without charge, upon request, a copy of our Code of Ethics. Stockholders may request such copies from:

Joshua Gold Resources Inc., Attn: CFO, 20- 1033 Pattullo Ave., Woodstock, Ontario, Canada N4V 1C8.

Nominees to the Board of Directors

During the Company’s 2021 fiscal year, there were no material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Audit Committee

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

											Non-Equity		Non-Qualified

											Incentive Plan		Deferred

Name and							Stock		Option		Compensation		Compensation		All Other

Principal			Salary		Bonus		Awards		Awards		Earnings		Earnings		Compensation		Total

Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
Benedetto Fuschino,		2017		-		-		50,000		-		-		-		-		50,000
CEO, President and Director (1)		2018		-		-		50,000		-		-		-		-		50,000
		2019		-		-		96,225		-		-		-		-		96,225
		2020		-		-		100,000		-		-		-		-		100,000
		2021		-		-		58,200		-		-		-		-		58,200
Dino Micacchi,		2017		-		-		50,000		-		-		-		-		50,000
CEO, President and Director (1) (2)		2018		-		50,000		50,000		-		-		-		-		100,000
		2019		-		-		96,225		-		-		-		-		96,225
		2020		-		-		100,000		-		-		-		-		100,000
		2021		-		-		58,200		-		-		-		-		58,200

Note (1) The number of common shares issued or to be issued were 1,000,000 at $0.05 per common share per year, as at year ended December 31, 2020 the share price ranged from $0.05 – $0.1649.

Index

Note (2) Mr. Micacchi was granted a bonus of 1,000,000 common shares to be issued at $0.05 per common share.

Option Exercises and Fiscal Year-End Option Value Table

In 2014, Mr. Fuschino and Mr. Micacchi were granted stock options for the years 2017 through 2020 as follows:

For 2017, 500,000 shares of common stock at the option price of $0.10.

For 2018, 500,000 shares of common stock at the option price of $0.10.

For 2019, 500,000 shares of common stock at the option price of $0.20.

For 2020, 500,000 shares of common stock at the option price of $0.20.

The options will expire 2 years from the date of eligibility (for clarity the 2017 options will expire in 2020, the 2018 options will expire in 2020).

As of December 31, 2021, no options have been exercised and the options for the 2017, 2018 and 2019 have expired.

Employment Agreements

In 2014 we entered into employment agreements with both Mr. Fuschino and Mr. Micacchi. Both Mr. Fuschino and Mr. Micacchi agreed that they would not receive a salary but instead would be granted 1,000,000 shares of common stock for the years 2014 through 2016 to be issued at their discretion. Both Mr. Fuschino and Mr. Micacchi were also granted stock options for the years 2017 through 2020 as follows:

For 2017, 500,000 shares of common stock at the option price of $0.10.

For 2018, 500,000 shares of common stock at the option price of $0.10.

For 2019, 500,000 shares of common stock at the option price of $0.20.

For 2020, 500,000 shares of common stock at the option price of $0.20.

The options will expire 2 years from the date of eligibility. (for clarity the 2017 options will expire in 2019, the 2018 options will expire in 2020).

Both agreements are reviewable on the anniversary date and in January 2019, both agreements were amended to continue the grant of 1,000,000 shares of common stock for 2019 for their services. In 2019, Mr. Micacchi was granted a bonus of 1,000,000 common shares to be issued. All share grants were valued at $0.05 during the period of the agreement. As at December 31, 2021, no agreements have been settled for 2020 and 2021.

Director Compensation

We currently do not pay any further compensation to our directors for serving on our Board of Directors in addition to the amounts described in the employment agreements.

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

The following table lists, as of the date of this Annual Report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

Index

The percentages below are calculated based on 153,556,362 shares of our common stock issued and outstanding as of the date of this Annual Report. We do not have any outstanding warrants, options or other securities exercisable for or convertible into shares of our common stock other than described under the caption “Employment Agreements.”

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class
Benedetto Fuschino (1)(2) 883 Isabel St. Woodstock, Ontario, Canada N4S 2A7		26,290,825		17.12%

Dino Micacchi (1)(3) 92 Oakridge Avenue Innerkip Ontario Canada N0J 1M0		7,903,466		5.15%

All officers, directors, and beneficial owners as a group		34,194,291		22.27%

(1)	The person listed is an officer and/or director of the Company.

(2)

Mr. Fuschino directly holds 9,070,457 shares of common stock of the Company and is the sole shareholder and director of Friggi N.A. Inc. which holds 17,220,353 of Common stock of the Company and is the sole shareholder and director of 1815618 Ontario Inc. which holds 4,137,034 of Common stock of the Company

(3)	Mr. Micacchi directly holds 540,615 shares of common stock of the Company and is the sole shareholder and director of 1873942 Ontario Inc. which holds 6,877,851 shares of Common stock of the Company. Immediate family members also hold a total of 485,000 shares of Common stock of the Company.

Changes in Control

There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Equity Compensation Plan Information

The following information is provided as of December 31, 2021:

Plan Category

Number of
securities to be
issued upon
exercise of
outstanding
options

Weighted
average
exercise price
of outstanding
options

Number of
securities remaining
available for future
issuance under
equity compensation
plans excluded
securities reflected
in column (a)

(a)

(b)

(c)

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

Total

Index

Except as indicated below, since the beginning of the Company’s last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company is to be a participant, in which the amount involved exceeds $435 (i.e., an amount equal to one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years), and in which any related person had or will have a direct or indirect material interest.

During the year ended December 31, 2021, Friggi N.A. Inc, a corporation owned and controlled by Benedetto Fuschino, the President and a director of the Company, advanced $55,000 to the company secured by promissory note. The note has no set terms of repayment and is payable on demand and bears interest at 0%. As at December 31, 2021, no interest has been paid and the outstanding principal balance was $431,660. (December 31, 2019 - $376,791)

As at December 31, 2021, 1873942 Ontario Inc., a corporation owned and controlled by Dino Micacchi, the Chief Financial Officer and a director of the Company, the Company owed the outstanding principal balance of $4,850. (December 31, 2019 - $4,850). No interest has been paid.

During its past five fiscal years, the Company has not had any promoters as defined in Rule 405 of the Securities and Exchange Commission.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of the fees billed to Joshua Gold by its principal auditor during the calendar years ended December 31, 2021 and 2020:

Fee category	2021		2020
Audit Fees ⁽¹⁾	$	51,397	$	47,072
Audit – related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	51,397	$	47,072

(1) Consists of fees for audit of the Company's annual financial statements, the review of interim financial statements included in the Company's quarterly reports, and the review of other documents filed with the Commission.

Audit fees - Consists of fees for professional services rendered by our principal auditor for the audit of our annual financial statements and the review of financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of Joshua Gold’s financial statements and are not reported under "Audit fees."

Tax fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All other fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under "Audit fees," "Audit-related fees" and "Tax fees" above.

Index

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements.

Balance Sheets of Joshua Gold Resources Inc. as of December 31, 2021 and 2020

Statements of Stockholders' Deficit of Joshua Gold Resources Inc. for the year ended December 31, 2021 and 2020

Statements of Operations and Comprehensive Loss of Joshua Gold Resources Inc. for the years ended December 31, 2021 and 2020

Statements of Cash Flows of Joshua Gold Resources Inc. for the years ended December 31, 2021 and 2020

Notes to Financial Statements

(b) Exhibits.

Exhibit		Description
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 and 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

101.INS		XBRL Instance Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.SCH		XBRL Taxonomy Extension Schema

The following documents are filed as part of this Report:

Financial Statements

See Index to Financial Statements

Financial Statement Schedules:

All financial statement schedules have been omitted because they are not applicable or the required information is presented in the financial statements or the notes to the consolidated financial statements.

Item 16. Form 10-K Summary.

None.

Index

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.

	JOSHUA GOLD RESOURCES INC.


Date: March 31, 2022	By:	/s/ Benedetto Fuschino
		Benedetto Fuschino
		President, Chief Executive Officer (Principal Executive Officer) and Director

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

Date: March 31, 2022

By:

/s/ Benedetto Fuschino

Benedetto Fuschino

President, Chief Executive Officer
(Principal Executive Officer) and

Director

Date: March 31, 2022

/s/ Dino Micacchi

Dino Micacchi

Secretary/Treasurer, Chief Financial
Officer(Principal Financial Officer)

and Director

JOSHUA GOLD RESOURCES INC 10-K