UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CANYON GOLD CORP.
(Exact name of registrant as specified in its charter)
 
 
  Delaware   1041    Not Applicable
(State or jurisdiction    (Primary Standard Industrial  (I.R.S. Employer
 of incorporation or organization)  Classification Code Number)  Identification Number)
 
7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6
(604 202-3212)
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Delbert G. Blewett
c/o Canyon Gold Corp.
7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6
(604 202-3212)
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 Copy to:
Leonard E. Neilson, Esq.
Leonard E. Neilson, P.C.
8160 South Highland Drive, Suite 209
Sandy, Utah 84093
Phone: (801) 733-0800
Fax: (801) 733-0808

Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delay or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

 
 
 

CALCULATION OF REGISTRATION FEE
 
Title of Each Class of Securities
To Be Registered
Amount to Be Registered (1)
Proposed Maximum
Offering Price per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common stock
3,380,000
$ 0.85 (2)
$2,873,000 (2)
$ 329.25
 
 
(1)
We are registering the resale by selling stockholders of 3,380,000 of common stock that we have previously issued.  In accordance with Rule 416 under the Securities Act of 1933, as amended, common stock offered hereby shall also be deemed to cover additional securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 
(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act and based on the most recent closing price.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 
 
 

 
 
 
The information in this prospectus is not complete and may be changed. The selling security holders will not sell these securities until after the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 10,  2011
 
 
PROSPECTUS
 
Canyon Gold Corp.
 
3,380,000 Shares of Common Stock
 
         This prospectus relates to the offer for sale of up to a total of 3,380,000 shares of our common stock that may be sold from time to time by certain existing stockholders named in this prospectus and their successors and assigns.  The shares of common stock to be sold by the selling stockholders were acquired in July 2011 through the acquisition of Long Canyon Gold Resources Corp.
 
 
The shares offered for resale by this prospectus were issued to the applicable selling stockholders in private transactions completed prior to the filing of the registrations statement, of which this prospectus is a part. This offering is not being underwritten. We will not receive any proceeds from the sale of shares in this offering.
 
The selling stockholders, to the extent a public market exists at such time, may offer their common stock from time to time through public transactions at prevailing market prices, at prices related to prevailing market prices, or through private transactions at privately negotiated prices. We have agreed to pay all costs and expenses of registering this offering of securities.
 
Our common stock is included for quotation on the OTC Pink Market under the symbol “CGCC”.  There is limited trading in our common stock.  On April 28, 2011, the most recent day that our stock traded, the last reported price per share of our common stock was $0.85.  You are urged to obtain current market quotations of our common stock before purchasing any of the shares being offered for sale pursuant to this prospectus.
 
Investing in our common stock involves substantial risks. You should carefully consider the matters discussed under “Risk Factors” beginning on page 7 of this prospectus.
 
Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 






 
 





The date of this prospectus is November __ 2011
 

 
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TABLE OF CONTENTS
 
      Page
 Prospectus summary       3
 Risk Factors      7
 Forward-looking statements      11
 Dilution      12
 Market for common stock      12
 Dividend policy      13
 The Offering      13
 Plan of distribution      13
 Selling Stockholders      15
 Capitalization      16
 Legal proceedings      16
 Business      16
 Management's discussion and analysis of Financial Condition and Results of Operations      20
 Management      22
 Stock ownership of certain beneficial owners and management      23
 Description of securities      24
 Disclosure of Commission position of indemnification for Securities Act liabilities       24
 Legal matters      24
 Experts      24
 Interests of named experts and counsel      24
 Where you can find more information      24
 Financial statements      24
       25
______________

As used in this prospectus, unless otherwise indicated, “we”, “us”, “our”, “Canyon Gold” and the “company” refer to Canyon Gold Corp.

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC” ). You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. The selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted.

Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. The rules of the SEC may require us to update this prospectus in the future.


 

 
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PROSPECTUS SUMMARY
 
This summary highlights information contained throughout this prospectus and is qualified in its entirety to the more detailed information and financial statements included elsewhere herein. This summary may not contain all the information that may be important to you. Before making an investment decision, you should read carefully the entire prospectus, including the information under the "Risk Factors" section and our financial statements and related notes.
 
Our Business
 
Canyon Gold Corp. was incorporated in the State of Delaware on May 27, 1998.  Our present holdings of mining claims and leases are located in the State of Nevada.  According to SEC Industry Guide No. 7, we are classified or considered an exploration stage mining company, which is defined as a company engaged in the search for mineral deposits or reserves of precious and base metal targets, which are not in either the development or production stage.
 
In July 2011, we acquired 100% of the outstanding capital stock of Long Canyon Gold Resources Corp. of North Vancouver BC, Canada (“ Long Canyon ”), whereby Long Canyon became our wholly owned subsidiary.  The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with  Canyon Gold being the legal acquirer and Long Canyon being the accounting acquirer.

Canyon Gold and Long Canyon own and control a 100% interest in approximately 640 acres of mineral lease properties and/or approximately 30 BLM mineral lease claims, situated in the west section of the new Long Canyon Gold Trend area of east central Nevada.  The properties, located in Range 64E., Township 33N., Meridian MDB&M, are held for the purpose of exploration for gold and silver mineralization deposits and are located near existing exploration projects by other mining companies.

Additionally, in May 2011 Long Canyon entered into an option agreement with EMAC Handels AG (“ EMAC ”) of Pfaeffikon, Switzerland.  Upon exercise of the option, Long Canyon will acquire a 100% interest in approximately 6,250 acres of mineral lease properties and/or 275 BLM mineral lease claims, located adjacent to Canyon Gold and Long Canyon’s 30 claims.

We have engaged the services of Development Resources LLC of American Fork, Utah (“ DRLLC ”) to conduct preliminary studies of claims.  We intend to conduct exploration activities on the properties in phases. We plan to explore for gold, silver and other minerals on the property covering an area of approximately 6,890 acres, which includes the acres subject to the option. There can be no assurance that a commercially viable mineral deposit exists on our property. Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit.

Our principal executive offices are located at 7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6, telephone (604) 202-3212. The offices of DRLLC, responsible for management of the company’s exploration program, are located at 125 East Main Street # 307, American Fork, Utah 84003. 

Corporate Name changes

The company was originally incorporated in the State of Delaware on May 27, 1998 as Mayne International, Inc.  The corporate name was changed to Black Dragon Entertainment, Inc. on September 5, 2000, then to Vita Biotech Corporation on July 31, 2002, and to August Energy Corp. on May 27, 2004. We changed our corporate name to the current Canyon Gold Corp. on March 21, 2011.

Our Strategy
 
Canyon Gold and Long Canyon have assembled a portfolio of exploration and potential exploitation projects in the Long Canyon Gold Trend of the State of Nevada. The Long Canyon Gold Trend Area is situated in a mining friendly jurisdiction. Our goal is to secure sufficient capital to conduct the business of exploration and mineral project development.  We continue to examine viable mineral leases that could potentially enhance our portfolio.
 
The Offering

Selling Stockholders

As of the date hereof, and taking into consideration the acquisition of Long Canyon, we have 28,116,699 shares of common stock issued and outstanding. Of those shares, 15,943,699 shares (approximately 56.7%) are held by affiliates of the company and 12,173,000 shares are held by non-affiliates.



 
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The 3,380,000 shares being offered pursuant to this prospectus represent approximately 12% of the total outstanding shares.  Of the 41 selling stockholders, six, are considered affiliates and are offering a total of 1,240,000 shares hereunder, which is approximately 36.7% of the shares offered hereby and approximately 4.4% of the total issued and outstanding common stock.  The remaining 35 selling stockholders are considered non affiliates and are offering a total of 2,140,000 shares hereunder, which is approximately 63.3% of the shares offered hereby and approximately 7.6% of the total issued and outstanding shares.

For a list of selling stockholders and the number of shares offered by each, please refer to the “Selling Stockholder” section.  Of the 41 selling stockholders, 18 are offering an aggregate of 3,150,000 shares (175,000 shares each), or approximately 93% of the total shares offered.

Shares of common stock offered by the company – None

Shares of common stock which may be sold by the selling stockholders – 3,380,000 shares

Use of proceeds

We will not receive any proceeds from the resale of shares offered by the selling stockholders hereby, all of which proceeds will be paid to the selling stockholders.

Risk factors - The purchase of our common stock involves a high degree of risk as highlighted herein.

Trading Market – OTC Pink Market.

Plan of distribution
 
We expect that selling stockholders could sell their shares primarily through sales into the over-the-counter market, made from time to time at prices that they consider appropriate. See "Plan of Distribution."

Our Common Stock
 
We currently have an authorized capitalization of 200 million shares of common stock, par value $0.0001 per share, of which 28,116,699 shares are issued and outstanding.
 
Summary Financial Information

The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with Canyon Gold being the legal acquirer.  Accordingly, the consolidated financial statements included herein and the summary financial information set forth immediately below are, in substance, those of Long Canyon as the accounting acquirer, with the assets and liabilities and the revenue and expenses of Canyon Gold being included, effective from the date of the acquisition. The historical financial statements for periods prior to the acquisition are those of Long Canyon, except that the equity section and earnings per share have been retroactively restated to reflect the acquisition.

 
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SUMMARY FINANCIAL INFORMATION
 
The following financial information summarizes the more complete historical audited financial information of Long Canyon Gold Resources Corp., the accounting acquirer, at the end of this prospectus.
 
Statement of Operations Data                            From  
                            Inception on  
    For the Four Months     For the Four Months     For the Year     For the Year     June 19, 2008  
    Ended     Ended     Ended     Ended     through  
    April 30, 2011     April 30, 2010     December 31, 2010     December 31, 2009     April 30, 2011  
           (unaudited)                    
                               
 Revenue                       $ -     $ -     $ -     $ -     $ -  
                                         
      Total operating expenses     26,727       15,750       35,195       25,595       103,267  
                                         
 Net Loss   $ (26,727 )   $ (15,750 )   $ (35,195 )   $ (25,595 )   $ (103,267 )
                                         
      Basic loss per share   $ -     $ -     $ -     $ -     $ -  
                                         
      Weighted average number                                        
           of shares outstanding     27,198,699       17,158,299       24,963,299     $ 17,158,299          
                                         
 
 
 
  Balance Sheet Data                  
    April 30, 2011     December 31, 2010     December 31, 2009        
  ASSETS                        
                         
 Total current assets   $ 89,279     $ 17,675     $ 15,820        
                               
 Mineral claims     19,990       -       -        
                               
      Total assets   $ 109,269     $ 17,675     $ 15,820        
                               
                               
  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                              
                               
 Current liabilities                              
                               
      Total current liabilities   $ 6,550     $ -     $ -        
                               
      Total liabilities     6550       -       -        
                               
                               
 Common Stock     27,199       24,963       17,158          
 Additional paid-in capital     163,037       53,502       24,257          
 Deficit accumulated                                
    during exploration stage     (87,517 )     (60,790 )     (25,595 )        
                                 
 Total stockholders' equity (deficit)     102,719       17,675       15,820          
                                 
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $ 109,269      $  17,675     $  15,820          
 
 
 
 
 
 
 
 
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SUMMARY FINANCIAL INFORMATION (Continued)
 
     The following financial information summarizes the more complete historical unaudited consolidated financial information of Canyon Gold and Long Canyon at the end of this prospectus:
 
Statement of Operations Data                Inception of  
                Exploration Stage on  
    For the Three Months     For the Three Months     June 19, 2008  
    Ended     Ended     through  
    July 31, 2011     July 31, 2010     July 31, 2011  
     (unaudited)      (unaudited)      (unaudited)  
 Revenue                       $ -     $ -     $ -  
                         
 Total expenses     92,135       12,683       179,652  
                         
 Interest on convertible note     120       -       120  
                         
 Net Loss   $ (92,255 )   $ (12,683 )   $ (179,772 )
                         
 Net (loss) per share   $ (0.00)     $ (0.00)          
                         
      Weighted average number                        
           of shares outstanding     28,116,699       17,158,299          
                         
 
 
 
  Balance Sheet Data                  
    July 31, 2011     April 30, 2011            
  ASSETS    (unaudited)                  
                       
 Total current assets   $ 123,530     $ 89,279            
                           
 Prepaid expenses, noncurrent     3,015       -            
 Mineral claims     37,820       19,990            
                           
      Total assets   $ 164,365     $ 109,269            
                           
                           
  LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                          
                           
      Total current liabilities   $ 446,355     $ 6,550            
                           
      Total liabilities     446,355       6,550            
                           
                           
 Preferred Stock     110       -              
 Common Stock     2,812       27,199              
 Additional paid-in capital     (105,140 )     163,037              
 Deficit accumulated                            
    during exploration stage     (179,772 )     (87,517 )            
                             
       Total stockholders' (deficit)     (281,990 )      (102,719 )            
                             
Total liabilities and stockholders' equity    $ 164,365     $  109,269              
                             
 
 
 
 
 
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RISK FACTORS

An investment in our common stock involves significant risks, and should not be made by anyone who cannot afford to lose his or her entire investment. You should consider carefully the following risks, together with all other information contained in this prospectus, before deciding to invest in our common stock. If any of the following events or risks should occur, our business, operating results and financial condition would likely suffer materially and you could lose all or part of your investment.
 
Risks Relating to Our Business
 
Our auditors have expressed a going concern modification to their audit report.
 
Our independent auditors include a modification in their report to our financial statements expressing that certain matters regarding the company raise substantial doubt as to our ability to continue as a going concern. Note 1 to the April 30, 2011 financial statements states that we have accumulated significant losses since inception, that we presently have a working capital deficit and that we intend to satisfy future financial needs through the sale of debt and equity securities.  There is also an expectation of further losses during the development of our business, all of which raises substantial doubt about our ability to continue as a going concern. There is no assurance that we will be able to obtain adequate financing or to continue as a going concern in the future.
 
We are in the exploration-stage and there is no guarantee that we will be successful in implementing our business plan.
 
We are in the initial stages of exploration with no revenues or income. We have only limited management personnel and we continue to structure our management and our proposed operations. We have a limited operating history to be evaluated by prospective investors.  Future operations are subject to all of the risks inherent in the establishment of a new business enterprise, including the lack of significant operating history. There can be no assurance that future operations will be profitable. Future revenues and profits, if any, will depend upon various factors, including our ability to successfully find and bring a project to a feasibility study status, and fluctuating costs and general economic conditions such as the spot price of the minerals found. There can be no assurance that we will achieve our projected goals or accomplish our business plans.  Such a failure would have a material adverse effect on us and the value and price of our shares.
 
Management has limited experience in the mining industry and we have engaged the services of DRLLC and intend to engage additional services of independent consultants and geologists.
 
Our company and management have limited experience in exploration of mineral deposits.  Accordingly, we have engaged the services of DRLLC to manage our exploration program and, from time-to-time, we intend to retain the services of independent consultants experienced in the mining industry to:
 
 
●
assist in determining which properties to acquire;
 
 
●
assist in obtaining the geological expertise to make decisions on whether or not to proceed with the exploration and/or development of a particular property; and
 
 
●
assist in determining whether a property should be brought to the point of preparing for a feasibility study to determine if the property can be put into production.
 
Our subsidiary, Long Canyon, presently has sufficient funds available to complete the initial exploration program, consisting of an initial geological report and a full report conducted to industry standards.
 
Our future success depends on our ability to identify and acquire viable mineral deposits and to successfully explore the properties.
 
We are an exploration stage mineral exploration company. In order to succeed, we must acquire and explore mineral reserves, which will involve many factors, including the following:   

 
●
Our ability to exercise on the option agreement to secure ownership of 275 mineral lease claims in the Long Canyon Gold Trend of Nevada;

●      our ability to secure the necessary funds to explore the property;

●     the presence of viable mineral reserves on the property;

●     our ability to maintain and expand operations as necessary; and

●     our ability to attract and retain a qualified work force.

 
- 7 -
 

We cannot assure you that we will achieve or maintain any of the foregoing factors or realize profitable operations in future.
 
There can be no assurance that a commercially viable mineral deposit exists on our property.
 
Although we believe that initial exploratory results and other geologic information concerning the Long Canyon Gold Trend Area are promising, we can give no assurance that a viable mineral deposit of any kind exists on our property. We anticipate that extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposits on the property. In the event we are unable to locate a commercially viable mineral deposit, our business could fail and investors in our shares could lose a portion or all of their investment.
 
Future operating results are difficult to predict.
 
We will likely experience significant quarter-to-quarter fluctuations in revenues and net income (loss). Until we are able to emerge from the exploration stage, we are not likely to realize any revenues and our quarter-to-quarter comparisons of historical operating results will not be a good indication of future performance. It is likely that in some future quarter, operating results may fall below the expectations of securities analysts and investors, which could have negative impact on the price of our common stock.
 
We have a limited operating history making it difficult for prospective investors to make an informed investment decision regarding our stock.
 
Our activities to date have been primarily limited to organizational activities and acquiring a property with suitable potential for a drilling program. Businesses in their initial stages of development present substantial business and financial risks and may suffer significant losses from which they may not recover. We face all of the challenges of a new business enterprise. Because we have yet to realize revenues and have a limited operating history, prospective investors in our shares will have little information upon which to base an investment decision and could lose his or her entire investment.
 
We anticipate needing additional financing in order to accomplish our business plan.

At July 31, 2011, we had cash on hand of $70,760.  Management estimates that we will require approximately an additional $1,487,000 to fully implement our current business plan.  We expect to incur numerous expenses in our efforts to commence an exploration and drilling program. There is no assurance that we will be able to secure necessary financing, or that any financing available will be available on terms acceptable to us, or at all.  Any additional offerings of our stock will dilute the holdings of our then-current stockholders. If alternative sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans in accordance with the extent of available funding. At the present time, we do not intend to obtain any debt financing from a lending institution. If necessary, our board of directors or other stockholders may agree to loan funds to the company, although there are no formal agreements to do so.

We are dependant upon our directors, officer and consultants, the loss of any of whom would negatively affect our business.
 
We are dependent upon the efforts of our directors, officers and consultants to operate our business. Should any of these persons leave or otherwise be unable to perform their duties, or should any consultant cease their activities for any reason before qualified replacements could be found, there could be material adverse effects on our business and prospects. Our management team is small and has limited experience in establishing and managing large-scale operations. We have not entered into employment agreements with any individuals, and do not maintain key-man life insurance. Unless and until additional employees are hired, our attempt to manage our projects and meet our obligations with such a limited staff could have material adverse consequences, including without limitation, a possible failure to meet a contractual or SEC deadline or other business related obligation.     
 
We may not be able to manage future growth effectively, which could adversely affect our operations and financial performance.
 
The ability to manage and operate our business as we execute our business plan will require effective planning. Significant rapid growth and/or possible future acquisitions could strain management and internal resources that could adversely affect financial performance. We anticipate that future growth or acquisitions could place a significant strain on personnel, management systems, infrastructure and other resources. Our ability to manage future growth effectively will also require attracting, training, motivating, retaining and managing new employees and continuing to update and improve operational, financial and management controls and procedures. If we do not manage growth effectively, our operations could be adversely affected resulting in slower growth and a failure to achieve or sustain profitability.



 
- 8 -
 

         Being a public company involves increased administrative costs, which could result in lower net income and make it more difficult for us to attract and retain key personnel.
 
As a public company subject to the reporting requirements of the Securities Exchange Act of 1934, we will incur significant legal, accounting and other expenses.  Also, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC, may require changes in corporate governance practices of public companies. We expect these new rules and regulations will increase our legal and financial compliance costs and make some activities more time consuming. For example, in connection with being a public company, we may have to create new board committees, implement additional internal controls and disclose controls and procedures, retain a financial printer, adopt an insider trading policy and incur costs relating to preparing and distributing periodic public reports. These new rules and regulations could also make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee.
 
We may be subject to government laws and regulations particular to our operations with which we may be unable to comply.
 
The mineral exploration business is subject to many government laws and regulations. It is possible that we may not be able to comply with all current and future government regulations applicable to our business.  Our business is subject to all government regulations normally incident to conducting business, such as occupational safety and health acts, workmen's compensation statutes, unemployment insurance legislation, income tax and social security laws and regulations, environmental laws and regulations, consumer safety laws and regulations. In addition, we are subject to laws and regulations regarding the exploration and operation of our mineral properties. Although we will make every effort to comply with applicable laws and regulations, we can provide no assurance of our ability to do so, nor can we predict the effect of those regulations on our proposed business activities. Failure to comply with material regulatory requirements would likely have an adverse effect on our ability to conduct business and could result in curtailing or ceasing business operations.

We may be subject to environmental laws and regulations particular to our operations with which we are unable to comply.
 
We are engaged in mineral exploration and, accordingly, exposed to environmental risks associated with mineral exploration activity. We are currently in the initial exploration stages on our property interests and have not determined whether significant site reclamation costs will be required. We anticipate that we would only record liabilities for site reclamation when reasonably determinable and when such costs can be reliably quantified. Compliance with environmental regulations will likely be expensive and burdensome.  The expenditure of substantial sums on environmental matters will have a materially negative effect on our ability to implement our business plan and grow our business.
 
The exploration and mining industry is highly competitive, and we are at a disadvantage since many of our competitors are better funded.
 
Discovering, exploring and exploiting a mineral prospect are highly speculative ventures. There are many companies already established in this industry who are better financed and/or who have closer working relationships with productive mining companies. This places our company at a competitive disadvantage. Our goal is to prepare the Long Canyon Trend property to the point where a larger, more established mining company would enter into an agreement with us to fully develop the property. We have not entered into any agreements with any third parties to produce any minerals from our property, nor have we identified any potential partners in that regards. There are no guarantees that we will ever identify suitable partners to assist us in realizing production grade minerals from our property, or that we will be able to enter into contracts with any such partners. If we are unable to identify and/or partner with any third parties to assist us in attaining production grade minerals, we will likely be unsuccessful in producing any such minerals, which would likely have a materially adverse effect on our ability to generate revenues. The inability to generate sufficient revenues could cause us to cease active business operations.
 
Risks Relating to the Offering and Ownership of Our Common Stock

There is a limited public trading market for our common stock and there is no assurance that a market will be maintained.

There is currently a limited public trading market for our common stock on the OTC Pink Market under the symbol “CGCC.”  We cannot give any assurance that an active trading market in our shares will develop or be sustained. If an active trading market for our common stock does not develop, it would be difficult, if not impossible, for stockholders to liquidate their shares. Also, the trading price for our shares may be highly volatile and subject to significant fluctuations in response to variations in our quarterly operating results and other factors. These price fluctuations may adversely affect the liquidity of our shares, as well as the price that holders may realize for their shares upon any future sale.


 

 
- 9 -
 

A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state. Whether stockholders may trade their shares in a particular state is subject to various rules and regulations of that state.
 
The market price of our common stock could be subject to significant fluctuations and the market price could be subject to any of the following factors:
 
 
●
our ability to successfully explore our mineral prospect;
 
 
●
our failure to achieve and maintain profitability;
 
 
●
changes in earnings estimates and recommendations by financial analysts;
 
 
●
actual or anticipated variations in our quarterly and annual results of operations;
 
 
●
changes in market valuations of similar companies;
 
 
●
announcements by competitors of significant contracts, acquisitions, commercial relationships, joint ventures or capital commitments;
 
 
●
the loss of significant partnering relationships; and
 
 
●
general market, political and economic conditions.
 
In the past, following periods of extreme volatility in the market price of a company's securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management's time and attention, which would otherwise be used to benefit our business.
 
 
Effective voting control of our company is held by directors and certain principal stockholders.
 
Approximately 56.7% of our outstanding shares of common stock are held by our directors and a small number of principal (5%) stockholders. These persons have the ability to exert significant control in matters requiring stockholder vote and may have interests that conflict with other stockholders. As a result, a relatively small number of stockholders acting together have the ability to control all matters requiring stockholder approval, including the election of directors and approval of acquisitions, mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.
 
We do not expect to pay dividends in the foreseeable future, which could make our stock less attractive to potential investors.
 
We anticipate that we will retain any future earnings and other cash resources for operation and business development and do not intend to declare or pay any cash dividends in the foreseeable future. Any future payment of cash dividends will be at the discretion of our board of directors after taking into account many factors, including operating results, financial condition and capital requirements. Corporations that pay dividends may be viewed as a better investment than corporations that do not.

Our shares trade on the OTC Pink Market and transactions may be subject to certain "penny stock” regulation, which could have a negative effect on the price of our shares in the public market.

Public trading of our common stock on the OTC Pink Market may be subject to certain provisions, commonly referred to as the penny stock rules, promulgated under the Securities Exchange Act of 1934.  A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  If our stock is deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers.  These may require a broker dealer to:

●      make a special suitability determination for purchasers of penny stocks;

●      receive the purchaser's prior written consent to the transaction; and

●      deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock, which could affect the ability of stockholders to sell their shares.  These requirements may be considered cumbersome by broker-dealers and could impact the willingness of a particular broker-dealer to make a

 
- 10 -
 

market in our shares, or they could affect the value at which our shares trade.  Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.
 
Future sales or the potential for sale of a substantial number of shares of our common stock could cause our market value to decline.
 
As of November 1, 2011 we have 28,116,699 shares of common stock outstanding, of which 3,380,000, shares, or approximately 12% of the total outstanding, are being offered by selling stockholders under this prospectus. The shares offered by selling stockholders will be freely tradable without restriction upon the effectiveness of our registration statement.

Of the remaining shares outstanding, 24,618,699 shares are considered restricted securities and may be sold only pursuant to a registration statement or the availability of an appropriate exemption from registration. Sales of a substantial number of these restricted shares in the public markets, or the perception that these sales may occur, could cause the market price of our common stock to decline and materially impair our ability to raise capital through the sale of additional equity securities.

If we issue additional shares of common stock in the future, current holders could suffer immediate and significant dilution, which could cause the price of our shares to decline and investors in the shares could lose all or a portion of their investment.
 
We are authorized to issue 200 million shares of common stock and 20 million shares of preferred stock. Currently we have 171,883,301 shares of authorized but unissued common stock and 18,900,000 million shares of authorized but unissued preferred stock. The 600,000 shares of Series A convertible preferred stock issued, is held by EMAC Handels AG.  In addition the company issued 500,000 shares of Series B convertible preferred to DRLLC as partial payment for the acquisition of the 30 mineral lease claims.  These preferred shares are convertible into 5,000,000 of common stock. Our board of directors will have broad discretion in the future issuances of both common and preferred shares. Future issuances of shares may be for cash, property or services, acquisitions, or for several other reasons such as to make it more difficult or to discourage an attempt to obtain control of the company by means of a merger, tender offer, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations the board of directors determines that a takeover proposal was not in the company's best interests, unissued shares could be issued by the board without stockholder approval. This might prevent, or render more difficult or costly, completion of an expected takeover transaction.
 
We do not presently contemplate additional issuances of common or preferred stock in the immediate future. However if such additional stock were to be issued, it could have a materially adverse effect on the aggregate voting power of existing stockholders. Our board of directors has authority, without action or vote of our stockholders, to issue all or part of the authorized but unissued shares. Any future issuance of shares will dilute the percentage ownership of existing stockholders and may dilute the book value of the common stock.
 
The existence of warrants, options, debentures or other convertible securities would likely dilute holdings of current stockholders and new investors.
 
As of the date of this prospectus, there are no options or warrants to purchase our common stock. There are presently outstanding convertible notes that may be converted into 101,000 shares of common stock. We have also issued 600,000 shares of Series A preferred stock and 500,000 shares of Series B preferred stock, each share of which is convertible into 10 shares of common stock, only after 12 months from the day our common stock is traded on the OTC-QB.  If management decides to offer incentive options to key employees, the existence of these options may hinder our future equity offerings. The exercise of outstanding and new options would further dilute the interests of all of our existing stockholders. Future resale of the shares of common stock issuable on the exercise of warrants and/or options may have an adverse effect on the prevailing market price of our common stock. Furthermore, holders of warrants and/or options may exercise them at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us.

FORWARD-LOOKING INFORMATION
 
This prospectus contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including those risks discussed in the “Risk Factors” section beginning on page 7. Although forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


 
- 11 -
 

DILUTION
 
We are not offering or selling any of the shares of common stock in this offering. All of the offered shares are held by selling stockholders and, accordingly, no dilution will result from the sale of the shares.
 
MARKET FOR OUR COMMON STOCK
 
Our common stock is presently trading on the OTC Pink Market under the symbol “CGCC”, although there has not been an active trading market for the shares. Accordingly, we are not including a history of reported trades in the public market.  The most recent reported trade by the OTC Pink Market was on April 29, 2011 at $0.85 per share.

Inclusion on the OTC Pink Market permits price quotations for our shares to be published by that service.  We cannot make any assurances that an active trading market for our shares will develop in the future or, that if such a market does develop, that it can be sustained.  Any secondary trading of our shares may be subject to certain state imposed restrictions.  We have no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities.
 
The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.
 
Penny Stock Rule
 
It is unlikely that our securities will be listed on any national or regional exchange or The Nasdaq Stock Market in the foreseeable future.  Therefore our shares most likely will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule.  Section 15(g) sets forth certain requirements for broker-dealer transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is:

 
●
registered and traded on a national securities exchange meeting specified criteria set by the SEC;

 
●
authorized for quotation on The Nasdaq Stock Market;

 
●
issued by a registered investment company;

 
●
excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or

 
●
exempted from the definition by the SEC.

Broker-dealers who sell penny stocks to persons other than established customers and accredited investors, are subject to additional sales practice requirements.  An accredited investor is generally defined as a person with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must receive the purchaser's written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks.  Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

These requirements may be considered cumbersome by broker-dealers and could impact the willingness of a particular broker-dealer to make a market in our shares, or they could affect the value at which our shares trade. Classification of the shares as penny stocks increases the risk of an investment in our shares.
 




 
- 12 -
 

Rule 144

A total of 24,618,699 shares of our common stock presently outstanding and not being registered for resale under this prospectus, are deemed to be “restricted securities” as defined by Rule 144 under the Securities Act of 1933 (the “ Securities Act ”). Rule 144 is the common means for a stockholder to resell restricted securities and for affiliates, to sell their securities, either restricted or non restricted, control shares. Rule 144 was amended by the SEC, effective February 15, 2008.
 
Under the amended Rule 144, an affiliate of a company filing reports under the Exchange Act who has held their shares for more than six months, may sell in any three-month period an amount of shares that does not exceed the greater of:

●       the average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale, or

●        1% of the shares then outstanding.

Sales by affiliates under Rule 144 are also subject to certain requirements as to the manner of sale, filing appropriate notice and the availability of current public information about the issuer.

A non-affiliate stockholder of a reporting company who has held their shares for more than six months, may make unlimited resales under Rule 144, provided only that the issuer has available current public information about itself.  After a one-year holding period, a non-affiliate may make unlimited sales with no other requirements or limitations.
 
An important exception to the availability of the amended Rule 144 is that Rule 144 is not available for either a reporting or non-reporting shell company, unless the company:

 
●
has ceased to be a shell company;

 
●
is subject to the Exchange Act reporting obligations;

 
●
has filed all required Exchange Act reports during the preceding twelve months; and

 
●
at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.
 
We cannot predict the effect any future sales under Rule 144 may have on the market price of our common stock, if a market for our shares develops, but such sales may have a substantial depressing effect on such market price.
 
DIVIDEND POLICY
 
We have never declared cash dividends on our common stock, nor do we anticipate paying any dividends on our common stock in the future.

THE OFFERING

Commencing the date of this prospectus, selling stockholders propose to offer shares of our common stock in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices.
 
Our shares are presently quoted on the OTC Pink Market. Contemporaneously with the filing of the registration statement to which this prospectus relates, we will request that a broker-dealer submit an application to have our shares quoted on the OTC-QB. There can be no assurance that our shares will be accepted by the OTC-QB or that an active market for our shares will be established.

PLAN OF DISTRIBUTION
 
The selling stockholders identified in this prospectus may offer and sell up to 3,380,000 shares of our common stock. The selling stockholders may sell all or a portion of their shares of common stock through public or private transactions at prevailing market prices or at privately negotiated prices.

As used in this prospectus, the term "selling stockholders" includes pledges, transferees or other successors-in-interest selling shares received from the selling stockholders as pledges, assignees, borrowers or in connection with other non-sale-related transfers after the date of this prospectus. This prospectus may also be used by transferees of the selling stockholders, including broker-dealers or other transferees who borrow or purchase the shares to settle or close out short sales of shares of common stock. Selling stockholders will act independently of us in making

 
- 13 -
 

decisions with respect to the timing, manner and size of each sale or non-sale related transfer. We will not receive any of the proceeds from sales by the selling stockholders.
 
We expect that the selling stockholders will sell their shares primarily through the over-the-counter market made from time-to-time at prevailing market prices. Selling stockholders may sell, from time-to-time in one or more transactions at or on any stock exchange, market or trading facility on which shares are traded in the future or in private transactions. Sales may be made at fixed or negotiated prices, and may be effected by means of one or more of the following transactions, which may involve cross or block transactions:
 
 
●
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
 
●
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
 
 
●
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
 
●
an exchange distribution in accordance with the rules of the applicable exchange;
 
 
●
privately negotiated transactions;
 
 
●
settlement of short sales;
 
 
●
transactions in which broker-dealers may agree with one or more selling stockholders to sell a specified number of such shares at a stipulated price per share;

 
●
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
 
 
●
A combination of any of the above or any other method permitted pursuant to applicable law.
 
Selling stockholders may also sell shares under existing exemptions under the Securities Act, such as Rule 144 if available, rather than under this prospectus. The selling stockholders will have the sole discretion not to accept any purchase offer or make any sale of their shares if they deem the purchase price to be unsatisfactory at a particular time. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution.
 
Broker-dealers engaged by selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser, in amounts to be negotiated. Selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
 
In connection with sales of common stock or interests therein, selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. Selling stockholders may also engage in short sales, puts and calls or other transactions in our securities or derivatives of our securities and may sell and deliver shares in connection with these transactions.
 
Selling stockholders and broker-dealers or agents involved in an arrangement to sell any of the offered shares may, under certain circumstances, be deemed to be "underwriters" within the meaning of the Securities Act. Any profit on such sales and any discount, commission, concession or other compensation received by any such underwriter, broker-dealer or agent, may be deemed an underwriting discount and commission under the Exchange Act. No selling stockholder has informed us that they have an agreement or understanding, directly or indirectly, with any person to distribute the common stock. If a selling stockholder should notify us that they have a material arrangement with a broker-dealer for the resale of their shares, we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreement between the selling stockholder and broker-dealer or agent.
 
We have agreed to pay all fees and expenses incurred by us incident to the registration of the common stock, including SEC filing fees. Each selling stockholder will be responsible for all costs and expenses in connection with the sale of their shares, including brokerage commissions or dealer discounts. We will indemnify selling stockholders against certain losses, claims, damages and liabilities, including certain liabilities under the Securities Act.

Once sold under the registration statement of which this prospectus is a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
 

 
- 14 -
 

Selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of common stock by them. The foregoing may affect the marketability of such securities. To comply with the securities laws of certain jurisdictions, if applicable, the common stock will be offered or sold in such jurisdictions only through registered or licensed brokers or dealers.
 
Selling stockholders and other persons participating in the sale or distribution of the shares offered hereby, will be subject to applicable provisions of the Securities Exchange Act of 1934 and rules and regulations promulgated there under, including, without limitation, Regulation M. With certain exceptions, Regulation M restricts certain activities of, and limits the timing of purchases and sales of any of the shares by, selling stockholders, affiliated purchasers and any broker-dealer or other person who participates in the sale or distribution. Under Regulation M, these persons are precluded from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security subject to the distribution until the distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of these limitations may affect the marketability of the shares offered by this prospectus.

No selling stockholder is a broker-dealer or an affiliate of a broker-dealer.
 
SELLING STOCKHOLDERS
 
We are registering the shares of our common stock offered for resale pursuant to this prospectus to afford selling stockholders the opportunity to sell their shares in a public transaction. The selling stockholders are offering hereby a total of up to 3,380,000 shares of our common stock. The following table provides information regarding the beneficial ownership of our common stock being offered for resale by selling stockholders. Each selling stockholder’s percentage of ownership depicted below is based on 28,116,699 shares of our common stock outstanding as of the date of this prospectus. The table includes the number of shares owned beneficially by each selling stockholder, the number of shares which may be offered for resale pursuant to this prospectus and the number of shares to be owned beneficially by each selling stockholder after the offering. The table has been prepared on the assumption that all the shares of common stock offered under this prospectus will be sold.

Of the 3,380,000 shares offered hereby, 1,240,000 shares (36.7%) are being offered by six stockholders considered to be affiliates of Canyon Gold as an officer, director, promoter or principal (5%) stockholders.  These stockholders are as follows:  (i) Delbert Blewett, director, 185,000 shares (10,000 by Mr. Blewett and 175,000 by Star Anchor Investments Ltd.); (ii), Harold Schneider, director of Long Canyon, 5,000 shares; and (iii) 5% stockholders Rolf Bermann, Emac Handels AG (owned and controlled by Reinhard Hiestand), Berta Furrer and Velania Treuhand AG (owned and controlled by Thomas Hiestand), 175,000 shares each.
 
In computing the number of shares beneficially owned by a selling stockholder and the percentage ownership of that selling stockholder, we have included all shares of common stock owned or beneficially owned by that selling stockholder. The selling stockholders may offer the shares for sale from time to time in whole or in part. Except where otherwise noted, the selling stockholders named in the following table have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by them.

Any or all of the securities listed below may be retained by any of the selling stockholders and, therefore, no accurate forecast can be made as to the number of securities that will be held by the selling stockholders upon termination of this offering. The selling stockholders are not making any representation that any shares covered by this prospectus will be offered for sale.
  
 
Beneficial Ownership
Name
 
Number of
Shares Owned
 
Number of Shares
Being Registered
Number of
Shares Owned
After Offering
 
Percentage
After Offering
Andina, Sandra
10,000
10,000
0
0.00 %
Barner, Raymond
5,000
5,000
0
0.00 %
Bermann, Rolf
1,695,000
175,000
1,520,000
5.41 %
Bewernick, Daniel
5,000
5,000
0
0.00 %
Bewernick, Elisabeth
5,000
5,000
0
0.00 %
Bewernick, Jillian
5,000
5,000
0
0.00 %
Blewett, Delbert
10,000
10,000
0
0.00 %
Buckler, Glen
1,000,000
175,000
825,000
2.93 %
Carpenter, Cris
5,000
5,000
0
0.00 %
Derrypartners (1)
650,000
175,000
475,000
1.69 %
Dick, Mel
5,000
5,000
0
0.00 %
Divine Investments (2)
5,000
5,000
0
0.00 %
Dye, Cynthia
5,000
5,000
0
0.00 %
EMAC Handels AG (3)
1,998,699
175,000
1,823,699
6.49 %
Fitzhugh, Randy
5,000
5,000
0
0.00 %
Fraser, Robert
5,000
5,000
0
0.00 %
Furrer, Berta
2,685,000
                 175,000
         2,510,000
8.93 %
Going, James
5,000
5,000
0
0.00 %
Hebron Holdings (4)
5,000
5,000
0
0.00 %
Hefti, Fred
5,000
5,000
0
0.00 %
Heinzle, Elisabeth
1,000,000
175,000
825,000
2.93 %
Hiestand, Cristian
1,325,000
175,000
1,150,000
4.09 %
Hiestand, Mihaela
100,000
100,000
0
0.00 %
Hiestand, Reinhard
650,000
175,000
475,000
1.69 %
Hiestand, Thomas
1,000,000
175,000
825,000
2.93 %
Holmgren, Wilma
1,250,000
175,000
1,075,000
3.82 %
Kessler, Mathis
1,010,000
175,000
835,000
0.00 %
Rusheen Handels AG (5)
1,250,000
175,000
1,075, 000
3.82%
Ritler, Stefan
1,010,000
175,000
835,000
2.97 %
Schneider, Harold
5,000
5,000
0
0.00 %
Schwegler, Markus
5,000
5,000
0
0.00 %
Schwyter, Duska
1,010,000
175,000
835,000
2.97 %
Shorter, Clinton
1,010,000
175,000
835,000
2.97 %
Star Anchor Investments (6)
1,200,000
175,000
1,025,000
3.65 %
Strubin, Henry
10,000
10,000
0
0.00 %
Two Small Men (7)
10,000
10,000
0
0.00 %
Velania Treuhand AG (8)
6,700,000
175,000
6,525,000
23.21 %
Watson, Glen
5,000
5,000
0
0.00 %
Weber, Fred
5,000
5,000
0
0.00 %
Zueger, P.
5,000
5,000
0
0.00%
Zuerger, T.
   1,325,000
    175,000
   1,150,000
    4.09 %
 
 27,998,699
 3,380,000
 24,618,699
 87.93 %
Notes to Table:

(1)  
Derry Partners: owned and controlled by: Ali Arslan, Lintheschergasse 23, Zurich, Switzerland.
 (2)  Divine Investments: owned and Controlled by: Harold Bewernick, 7565-132 St., Surrey BC, Canada.
(3)  
EMAC Handels AG: owned and controlled by: Reinhard Hiestand, Schuetzenstr. 22, Pfaeffikon, Switzerland.
(4)  
(5)  
Hebron Holdings: owned and  controlled by: Nathan Kern, 12609 Issaquah Hobart Rd., Issaquah WA 98027.
Rusheen Handels AG: owned and controlled by John Young, Avenida Mendoncafurtado #992, Macapa-Amapa, Brazil.
(6)  
Star Anchor Investments.: owned and controlled by: Delbert G. Blewett, 7810 Marchwood Pl., Vancouver BC, Canada.
(7)  
Two Small Men: owned and controlled by: Glen Buckler, 15895-84 th Ave., Surrey BC, Canada.
(8)  
Velania Treuhand AG: owned and controlled by: Thomas Hiestand, Churerstr. 106, Pfaeffikon, Switzerland.
 
 

 
 
- 15 -
 
 
CAPITALIZATION

The following table sets forth our actual capitalization at July 31, 2011. This table should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus.
 
 
    July 31, 2011  
    (Unaudited)  
 Preferred stock: 20,000,000 shares authorized, par value $0.0001      
           1,100,000 shares issued and outstanding   $ 110  
 Common stock: 200,000,000 shares authorized,        
           Par value of $0.0001; 28,116,699 shares issued and outstanding     2,812  
 Additional paid-in capital     (105,140 )
 Deficit accumulated during exploration stage     (179,772 )
         
 Total stockholders' deficit   $ (281,990 )
 

 
LEGAL PROCEEDINGS
 
From time-to-time, we may be involved in various claims, lawsuits, and disputes with third parties incidental to the normal operations of the business. As of the date of this prospectus, we are not aware of any material claims, lawsuits, disputes with third parties or regulatory proceedings that would have any material affect on our company.

BUSINESS

We are an exploration stage, mineral company and, in July 2011, we acquired 100% of the issued and outstanding shares of Long Canyon Gold Resources Corp. of North Vancouver BC, Canada (formerly Ferguson Holdings Ltd.).  The acquisition of Long Canyon was accounted for as a reverse acquisition and recapitalization, with Canyon Gold being the legal acquirer and Long Canyon being the accounting acquirer. As a result of the acquisition, Long Canyon became our wholly owned subsidiary. Canyon Gold and Long Canyon own and control a 100% interest in approximately 30 BLM mineral lease claims situated on approximately 640 acres of mineral lease properties.

In April 2011, Long Canyon entered into an option agreement with EMAC Handels AG (“ EMAC ”) of Pfaeffikon, Switzerland. EMAC owns and controls a 100% interest in 275 mineral lease claims situated on approximately 6,250 acres of mineral lease properties adjoining the 640 acres owned by Long Canyon.  The option agreement allows Long Canyon to earn a 100% interest in the 6,250 acres for the exercise price of $350,000 and 425,000 shares of Canyon Gold Series B preferred stock.

In exchange for the acquisition of Long Canyon, we issued to the stockholders of Long Canyon 27,998,699 shares of our common stock and 500,000 Series B preferred shares, which are convertible into a total of 5.0 million of our common shares.  The Series B preferred shares were assigned to DRLLC as consideration for the 30 BLM mineral lease claims previously acquired by Long Canyon from DRLLC. On July 22, 2011, we issued to Emac, 600,000 Series A preferred shares, convertible into 6.0 million shares of common stock.  The Series A preferred shares satisfied certain payables to Emac in connection with Long Canyon’s acquisition of mineral claims and certain related party payables.  The preferred shares are only convertible into common stock starting 12 months after the first day that our common stock is traded on the on the OTC-QB.

All of the acquired claims and the claims subject to the option are located in the west section of the new Long Canyon Gold Trend area of Nevada. We intend to explore the claims for gold and silver mineralization deposits. These properties are located next to other exploration projects owned by other mining companies in the Long Canyon Gold Trend. All of the claims are located in Range 64E, Township 33N., Meridian MDB&M.

We have engaged the services of Development Resources LLC of American Fork, Utah (“ DRLLC” ) to conduct preliminary studies of our claims. Titles to the first 30 claims (approximately 640 acres), owned and controlled by us, and the 275 claims subject to the option agreement, have been recorded in the name of DRLLC. Pursuant to the agreements with Long Canyon and DRLLC, titles to the claims are to be transferred and registered in the name of Canyon Gold Corp.  Upon exercise of the option agreement, of which there can be no assurance, we would own and control approximately 6,890 acres and 305 claims.

We intend to conduct exploration activities on the properties in phases.  As we proceed, we will record and transfer to the company all title to the property upon which we intend to conduct exploration activities, which titles are presently held in the name of DRLLC.  We intend to explore for gold, silver and other minerals on the property covering an area of approximately 6,890 acres. There is no assurance that a commercially viable mineral deposit exists on our property. Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit.
 
Our principal executive office is located at 7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6, telephone (604) 202-3212.  The office of DRLLC that is responsible for management of exploration program is located at 125 East Main Street # 307, American Fork, Utah 84003.
 
Exploration properties
 
       Our mineral lease properties are located in the Long Canyon Gold Trend in the Spruce Mountain Mining District, Nevada.  The area is generally characterized by an average elevation of approximately 5,600 feet and is made up of gentle rising hills and ridges to about 6,000 feet to the west and 5,800 feet to the east. The ridges and elevation increase to the south to an elevation of 6,800 feet at Ventosa Peak. The highest elevation in the district is Spruce Mountain at an elevation of just over 10,000 feet, located approximately 16 miles due south of our claims. The trees on these properties are small Spruce, Pine and scrub brush, not densely covered with many open areas on the higher ridges and side slopes with open areas in the small valleys at lower elevations.




 
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History

Spruce Mountain Mining District

Our properties lie at the north end of the Spruce Mountain district, in southern Elko County, approximately 19 miles south of Wells, Nevada.  The properties are located near Highway 93 on the old Tobar Road, which provides easy access to the area.  The Spruce Mountain district covers the north flank and summit of Spruce Mountain and part of the Spruce Mountain Ridge to the north. Spruce Mountain and Spruce Mountain Ridge form a somewhat isolated spur between the Pequop Mountains on the east and Clover Valley on the west.

Spruce Mountain has seen mining activity since 1869. During the early years, small communities such as Sprucemont, Spruce, Hickneytown, Monarch, Black Forest, Latham, Jasper, Steptoe, Johnson, and Killie were founded and then declined. These mining camps stretched for six miles, from the western to the eastern slopes of Spruce Mountain. In 1869, W.B. Latham discovered the Latham mine, later renamed the Killie. The lead-silver ore was sufficiently valuable that a small rush of prospectors came to the area. Within months, three new mines, the Black Forest, the Juniper, and the Fourth of July, began production.

Three separate mining districts, the Latham, Johnson and Steptoe districts, were initially created in the Spruce Mountain area. On September 26, 1871, the three districts were consolidated, and the Spruce Mountain Mining District was created.

From 1869 to the 1930's, lead, silver, copper and zinc were produced from several underground mines in the Spruce Mountain district. The Standard and Old Paramount mines are on the RenGold Spruce Mountain property. Several other historical underground workings are located to the east of the property.

No production has taken place on Spruce Mountain since 1961. Some exploration occurred through the 1980s, but none were considered worthy of extensive mining.  Between 1958 and 1982, several companies conducted exploration for porphyry molybdenum deposits throughout the district. In 1984 and 1985, Santa Fe Mining Inc. remapped the western portion of the district, took rock and soil samples, conducted a VLF survey and drilled 33 RC holes, 30 of these on the Spruce Mountain property. Several of these holes intersected gold mineralization in the northern part of the Spruce Mountain property (the North Target) leading to recent in the district for gold potential.

In 1996 and 1997, Battle Mountain Gold Corp explored primarily to the east of the Spruce Mountain property. Between 1997 and 2009, Teck Resources, Inc. and Nevada Pacific Gold (US) Inc. explored the property. In 2009 AuEx took rock samples, staked the SM claims and quitclaimed the claims to Renaissance in 2010.

Geology

The oldest rocks exposed in the Spruce Mountain district consist of limestone of the Ordovician Pogonip Formation, which crops out on the summit and west slope of Spruce Mountain. It is overlain by, or is in fault contact with limestone, dolomite, shale, and quartzite of the Silurian through Permian ages. The sedimentary rocks are tilted gently to moderately eastward, displaced along the Spruce Mountain thrust fault, and are cut by steep north-northwest and east-trending normal faults.

The sedimentary rocks have been intruded by a granite porphyry dike that cuts across the north side of Spruce Mountain in a northeasterly direction. This porphyry, where seen near the Killie mine and east of the Black Forest mine, is bleached and kaolinized, and contains sericite, euhedral quartz phenocrysts, and some fine-grained sulfides. Many of the mines and prospects in the district are found along the trend of this porphyry dike. Three or more small or irregular stocks of granite porphyry and diorite are intruded along and near the crest of the ridge.

Limestone adjacent to some of the intrusive contacts is metamorphosed to skarn consisting of quartz, calcite, garnet, fluorite, actinolite, diopside, and other pyroxenes. The largest metamorphic zone is on the west side of the range. Between the contact zone and the main dike, there are two prominent knoblike outcrops of iron-oxide stained quartz-cemented breccias pipe. On the east side of the range, the northeastward continuation of the zone of intrusive is marked by outcrops of jasperoid.
 
Two kinds of metalliferous orebodies have been mined in the Spruce Mountain district; (i) bedded replacement deposits of lead, silver, copper, and (ii) zinc in limestone and skarn, and fissure-filling stock work deposits of lead and silver with minor gold along normal faults in limestone, skarn, quartz breccias, and granite porphyry. Replacement deposits in limestone and skarn occur near the center of the district. Ore shoots were commonly a few feet thick, and as much as 100 feet long. Mineralization extended up to 100 feet away from the fissures into the limestone host rock. Bedded replacement deposits yielded most of the early production from the district.

The deepest ore shoot in the district was mined to the 520-foot level in the Monarch mine. To the northeast, at the Humbug mine and nearby prospects, outcrops of gossan and jasperoid occur in siliceous breccias along shear zones in limestone.

 
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Most orebodies in the district were mined primarily for lead and silver, with increasing amounts of zinc recovered in the later years of production. Orebodies in which copper predominates generally occur adjacent to the intrusive bodies. Proportions of lead, silver, gold, copper, and zinc vary widely among the different orebodies.

Recent Activity

Our properties are in immediate proximity on the north to a 35 square mile area owned by Renaissance Gold, in joint venture with NuLegacy Gold. The two companies have collected soil samples and exposed rock chip samples that may indicate anomalous gold.

In February 1011, Newmont Gold acquired properties in the Spruce Mountain area and has begun gold mining activities.  Frontier Gold and AuEx Ventures are joint venturing in exploration drilling to define a possible gold ore body in the area. AuEx Ventures has also entered into a joint venture drilling project with Agnico-Eagle USA in an area adjoining our properties to the west. The Renaissance Gold Group has formed a joint venture with NuLegacy Gold to conduct exploration activities in close proximity to our properties. Just to the south of our properties is another Renaissance Gold project called the Spruce Mountain Prospect.

Plan of Operations

During 2010 through May 31, 2011, our subsidiary Long Canyon, realized proceeds of $257,071 from subscriptions and convertible debentures, which were exchanged for 27,035,400 shares of our common stock pursuant to our acquisition of Long Canyon. Of this amount, we have spent $75,000 to commission a geological report on our properties and to cover costs for general operating expenses and accounting, audits and legal expenses associated with filing the registration statement to which this prospectus relates.  Also, pursuant to the acquisition of Long Canyon, 963,299 shares of our common stock were issued for prior services provided to Long Canyon valued at $48,165.

Our plan of operation reflects our objectives and anticipated growth for the next 12 months and beyond, identifying cash requirements to fulfill our business objectives.  We need to raise additional funds during the next 12 months to complete our exploration commitments. We believe current funds are sufficient to complete requisite geological reports as well as cover general and administrative expenses for at least the next twelve months.  However, we estimate that we will need up to $1,487,000 to commence an exploration program on our properties.  We intend to explore a possible private placement of our securities and/or debt financing to raise the additional fund, although no definitive plan has been formulated and there can be no assurance that we will be able to realize the necessary funds.
 
In the event we complete our planned initial exploration programs and successfully identify a mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether the mineral deposit is commercially viable. If we are unable to raise additional funds for this work, we would be unable to proceed, even if a mineral deposit is discovered.

We anticipate that exploration on our properties will be conducted in phases.

Phase One Spring - Fall 2011

Canyon Gold has contracted with DRLLC to complete a preliminary geological report on our four sections of BLM mineral lease claims. This report will include Phase One and Phase Two geological exploration programs.

In April, July and August 2011 DRLLC collected initial surface samples from visible mineralized zones on four of the eight sections and submitted them to the ALS/Chemex Labs in Elko, Nevada for multiple gold and silver tests. These tests indicated deposits of both gold and silver.

The surface exposure of the mineralization continues in certain locations on all four sections over a wide area.  We therefore intend to make further detailed exploration on these properties. Phase one exploration includes geological mapping, multiple surface rock chip sampling and sediment stream sampling. These samples will also be delivered to ALS Chemex Labs in Elko for multiple assays to define further gold, silver and base metal results. The assay results will further define specific prospective high target mineralized locations on the properties where additional sampling will be taken including IP/resistivity survey work to target potential, promising drill targets.

Phase Two Fall – Winter 2011/2012

Phase two will proceed with a drill program to confirm mineralization on these target areas from the surface to depth. All core drill samples will be sent to the ALS Chemex Labs for assay results. In the event these first drill core sample assays show substantial gold mineralization, a geological grid map will be produced to lay out an extensive drill program to define a potential mineable ore body.

 
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In the event phase one results are sufficiently encouraging, we intend to proceed with continued exploration in phase two. Typically, exploration results that will warrant phase two work include:

 
●
Analysis of surface geochemical sample results with values that are suggestive of a mineral deposit, when considered in the context of the geologic setting of the property;

 
●
Analysis of geophysical anomalies that are suggestive of a mineral deposit considered in the context of the geologic setting of the property; and

●      Interpretation of geological results that is indicative of a favorable setting for a mineral deposit.

These results are usually interpreted in conjunction with current metal-market conditions, management’s corporate goals and the potential for phase two plans to facilitate the discovery process. We anticipate completing the first stage of our two-stage exploration program on our property in fall 2011.  Stage two will be contingent upon positive exploration results being obtained in stage one.

Our ability to complete the two-phase exploration will be dependent on our available funds and the ability to raise additional necessary funds. The following is our estimate of the cost to successfully complete the first two phases.
 
Phase One – Estimated Exploration Costs :
 
Phase One - Estimated Exploration Costs: 
 ●  Geologist and three-man field team for four weeks   $    35,000  
 ●  Equipment rentals (two trucks, two 4 x 4 ATV's, camp, sample bags, sediment stream sampling unit, IP/resistivity        
        equipment  tags, GPS, food, supplies, sundry equipment       22,000  
 ●  Backhoe and transportation rental in the event is is determined to trench across surface exposed mineralized        
         zones for better definition         10,000  
 ●  Lab tests         16,000  
 ●  Storage for one year for all samples          1 000  
 ●  43-101 Report       11,000  
 ●  Contingency expenses             5,000  
         Total Phase One   $  100,000  
           
Phase Two - Estimated Exploration Costs:
 ●  Geologist and three-man team for analysis of lab results and further sampling to better define strategic        
        mineralized zones for drill targets   $   30,000  
 ●  Additional lab tests       15,000  
 ●  Rental equipment        12,000  
 ●  Contract drilling for the first four shallow drill targets      850,000  
 ●  Lab test for drill samples        60,000  
 ●  Contingency expenses           20,000  
        Total Phase Two   $ 987,000  
           
        TOTAL - Phase One and Phase Two   $ 1,087,000  
           
 ●  Exercise of options ($350,000) and general expenses ($50,000)   $ 400,000  
           
        TOTAL FUNDING REQUIREMENTS   $ 1,487,000  
         
          Each phase of our proposed exploration will be assessed to determine whether the results warrant further work. If exploration results on the initial phases do not warrant drilling or further exploration, we will suspend operations on the property. We will then seek additional exploration properties and additional funding with which to conduct the work. In the event that we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.
 
Historically, we have incurred operating losses and will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we require additional funds to maintain our operations and these conditions raise substantial doubt about our ability to continue as a going concern.
 
We will not be conducting any product research or development over the next 12 months. We do not expect to purchase any plant or significant equipment over the next 12 months. We do not have employees and do not expect add employees over the next 12 months. Our current management team will satisfy our requirements for the foreseeable future.

 
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Competition
 
The exploration for and exploitation of mineral reserves is highly competitive with many local, national and international companies in the marketplace. We must compete against several established companies in the industry that are better financed and/or who have closer working relationships with productive mining companies. We will most likely seek a strategic relationship with a more established and larger mining company to provide assistance in developing our property into production, if exploration results so warrant. We have not entered into any agreements with any third parties to produce any minerals from our property, nor have we identified any potential partners in that regards, nor is there any assurance we will be able to secure such agreements. If we are unable to identify and/or partner with any third parties to assist us in attaining production grade minerals, we will likely be unsuccessful in producing any such minerals.
 
Government Regulation
 
Because we are engaged in the mineral exploration activities, we are exposed to many governmental and environmental risks associated with our business. We are currently in the initial exploration stages and management has not determined whether significant site reclamation costs will be required.
 
Environmental and other government regulations at the federal, state and local level may include:

●      surface impact;
●      water acquisition and treatment;
●      site access;
●      reclamation;
●      wildlife preservation;
●      licenses and permits; and
●      maintaining the environment.

Regulatory compliance in the mining industry is complex and the failure to meet and satisfy various requirements can result in fines, civil or criminal penalties or other limitations.
 
In the event we are able to secure funding necessary to implement a bona fide exploration program, we will be subject to regulation by numerous governmental authorities. Operating and environmental permits will be required from applicable regulatory bodies using technical applications filed by us. The failure or delay in obtaining regulatory approvals or licenses will adversely affect our ability to explore our property and otherwise carry out our business plan.
 
Trademarks and Copyrights
 
We do not own any patents, trademarks or copyrights.

Employees
 
We presently do not have any employees and do not anticipate adding employees until our business operations and financial resources so warrant. We consider our current management to be sufficient to satisfy our requirements for the foreseeable future. Our exploration program is contracted to Development Resources LLC. and is payable in both cash and stock.  Phase one exploration has been fully paid for.
 
Facilities

We presently rent facilities for our office and administrative function. We have no further facilities.

Employee Stock Plan

We have not adopted any kind of stock or stock option plan for employees at this time.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus.
 
Results of Operations
 
F or the three months ended July 31, 2011 compared to the three months ended July 31, 2010.

Financial statements as of and for the three months ended July 31, 2011 were prepared in consideration of the reverse acquisition between Canyon Gold and Long Canyon and are prepared on a consolidated basis.  The consolidated financial statements include the

 
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operating results of Long Canyon for the three-month periods ended July 31, 2011 and 2010 and those of Canyon Gold from the date of the acquisition, July 20, 2011, through July 31, 2011.  No revenues were recorded for either three-month periods (“first quarter”) ended July 31, 2011 or 2010.  The net loss of the first quarter 2011 was $92,255 compared to $12,683 for the first quarter 2010.  The increased net loss is primarily due to professional fees attributed to the acquisition of Long Canyon and the preparation and filing of the registration statement to which this prospectus relates.

General and administrative expenses increased 77% from $7,500 for the first quarter of 2010 to $13,281 for the first quarter of 2011.  Management and administration fees increased from $1,183 for the first quarter of 2010 to $15,968 for the first quarter of 2011.  We had professional fees of $45,386 for the first quarter of 2011 compared to $0 for the 2010 period.  These increased expenses are attributed to increased activity related to the acquisition of Long Canyon.  We also recorded exploration costs of $10,000 during the first quarter of 2011.

For the year ended December 31, 2010 compared to the year ended December 31, 2009, and for the four months ended April 30, 2011 compared to the four month period ended April 30, 2010.

Financial statements for the years ended December 31, 2010 and 2009 and the four months ended April 30, 2011 and 2010 are those of Long Canyon, except that the equity section and earnings per share have been retroactively restated to reflect the acquisition. Long Canyon has used a December 31 year-end, but following the acquisition, we will continue to use Canyon Gold’s year-end of April 30.  Long Canyon has not recorded revenues since inception.
 
        Net loss for the year ended December 31, 2010 was $35,195 compared to a net loss of $25,595 for the year ended December 31, 2009. The increased net loss is primarily due to the 37.5% increase in general and administrative costs incurred in 2011.  Overall expenses have remained relatively constant as the company has kept its office and business operations at a minimum and has relied mainly on services of directors.

Net loss for the four months ended April 30, 2011 was $26,727 compared to a net loss of $15,750 for the four months ended April 30, 2010.  The increased net loss is due to the 69.7% increase in general and administrative costs during the 2011 period.
 
        We have engaged the services of Development Resources LLC of American Fork, Utah and commissioned a Geological Report to evaluate the potential of our properties.  During the four months ended April 30, 2011, we incurred a cost of $10,000 for those services.
 
        We have no firm commitments for capital expenditures other than to complete on the acquisition of the optioned properties and to explore our properties as funds permit.  In the process of carrying out our business plan, we may determine that we cannot raise sufficient capital to support our business on acceptable terms, or at all.
 
Liquidity and Capital Resources
 
We have not realized any revenues since inception and paid expenses and costs with proceeds from the issuance of securities as well as by loans from directors and other stockholders.
 
At July 31, 2011, we had a working capital deficit of $322,825 compared to a surplus of $82,729 at April 30, 2011.  The capital deficit is attributed to payables of $446,355 at July 31, 2011, including accounts payable of $18,240, accrued interest payable of $42,067, convertible notes payable of $101,000 and payable to related parties of $285,048, compared to only a $6,500 payable to related party at April 30, 2011.  This result was partially offset by cash increasing from $42,327 at April 30, 2011 to $70,760 at July 31, 2011.

At July 31, 2011, we had total assets of $164,365, primarily in cash of $70,760 and mineral claims of $37,770, and stockholders’ deficit of $281,990.  At April 30, 2011, we had total assets of $109,269, primarily in cash of $42,327, receivables from related parties of $21,952 and mineral claims of $19,990, and stockholders’ equity of $102,719.  Net cash provided for the three months ended July 31, 2011 was due to advances from related parties and major stockholders.

         We believe we have sufficient funds to carry on general operations for the next six months. We expect that we will need to raise additional funds, most likely from the sale of securities or from stockholder loans, to be able to execute phase two of our exploration program. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned exploration program.  We estimate that our cash requirements to operate through the end of our fiscal year ending April 30, 2012 are $1,487,000.

Inflation
 
 In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 
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Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.
 
Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“ FASB ”) issued a standard that established the FASB Accounting Standards Codification ™ (“ ASC ”) and amended the hierarchy of generally accepted accounting principles (“ GAAP ”) such that the ASC became the single source of authoritative non-governmental U.S. GAAP. The ASC did not change current U.S. GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All previously existing accounting standard documents were superseded and all other accounting literature not included in the ASC is considered non-authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates (“ ASUs ”). For the company, the ASC was effective July 1, 2009. This standard did not have an impact on the company’s consolidated results of operations or financial condition. However, throughout the notes to the consolidated financial statements references that were previously made to various former authoritative U.S. GAAP pronouncements have been changed to coincide with the appropriate section of the ASC.

In April 2009, the FASB issued an accounting standard which provides guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly declined and (2) identifying transactions that are not orderly. The standard also amended certain disclosure provisions for fair value measurements and disclosures in ASC 820 to require, among other things, disclosures in interim periods of the inputs and valuation techniques used to measure fair value as well as disclosure of the hierarchy of the source of underlying fair value information on a disaggregated basis by specific major category of investment. For the company, this standard was effective prospectively beginning April 1, 2009. The adoption of this standard did not have a material impact on the company‘s consolidated results of operations or financial condition.

In May 2009, the FASB issued a new accounting standard regarding subsequent events. This standard incorporates into authoritative accounting literature certain guidance that already existed within generally accepted auditing standards, with the requirements concerning recognition and disclosure of subsequent events remaining essentially unchanged. This guidance addresses events which occur after the balance sheet date but before the issuance of financial statements. Under the new standard, as under previous practice, an entity must record the effects of subsequent events that provide evidence about conditions that existed at the balance sheet date and must disclose but not record the effects of subsequent events which provide evidence about conditions that did not exist at the balance sheet date. This standard added no additional required disclosure relative to the date through which subsequent events have been evaluated. For the company, this standard was effective beginning April 1, 2009.
 
MANAGEMENT
 
Directors and Executive Officers
 
The following table sets forth the name, age and position of our present directors and executive officers.

Name                                                  Age                        Position
Delbert G. Blewett                            77                        President, CEO, Secretary and Director

We presently anticipate that we will consider new, qualified persons to become directors in the future, although no new appointments or arrangements have been made as of the date hereof.

All directors serve for a one-year term until their successors are elected or they are re-elected at the annual stockholders' meeting. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.
 
There is no arrangement, agreement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer. Also, there is no arrangement, agreement or understanding between management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of our affairs.

The business experience of each of the persons listed above during the past five years is as follows:
 
Mr. Delbert Blewett, B.Sc.Ll.B, has earned a Bachelor of Science in Agriculture as well as the Bachelor of Laws from the University of Saskatchewan in Canada. For 30 years Mr. Blewett managed his own private law practices in the Provinces of Saskatchewan, Alberta and British Columbia specializing in business law. Upon retiring from active law practice in 1994, Mr. Blewett became active in the funding and development of various business ventures. Mr. Blewett is a non-practicing member of the Law Society of Alberta and a past member of the Law Society of Saskatchewan. With his many years of experience in the practice of business law, as well as the
 

 
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development, funding and consulting of various business ventures, we believe Mr. Blewett brings valuable knowledge, experience and contacts to the company
 
None of our officers, directors or control persons has had any of the following events occur:

 
●
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

 
●
any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

 
●
being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; and
 
 
●
being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Key Personnel
 
We have engaged the services of Development Resources LLC of American Fork, Utah to oversee our exploration program. DRLLC has an experienced geologists team living in the area which can perform all of the exploration required including providing a qualified 43-101 report and has a standing assay account with Chemex ASL labs in Elko, Nevada.
 
Committees of the Board of Directors
 
No director is deemed to be an independent director. Currently we do not have any standing committees of the board of directors. Until formal committees are established, our board of directors will perform some of the functions associated with a nominating committee and a compensation committee, including reviewing all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation. The board will also perform the functions of an audit committee until we establish a formal committee.
 
Relationships and Related Party Transactions
 
Except as set forth below, we have not entered into any other material transactions with any officer, director, nominee for election as director, or any stockholder owning greater than five percent (5%) of our outstanding shares, nor any member of the above referenced individuals' immediate family.
 
Our subsidiary, Long Canyon, has issued the following common stock in payment of certain convertible loans and payables:

●      6,700,000 common shares to Velania Treuhand AG
●      2,685,000 common shares to Berta Furrer
●      1,998,699 common shares to Emac Handels AG
●      1,695,000 common shares to Rolf Bermann

Executive Compensation

We do not have a bonus, profit sharing, or deferred compensation plan for the benefit of employees, officers or directors. We did pay $10,500 in directors’ fees during the year ended April 30, 2011.
 
During the fiscal years 2009, 2010 to April 30, 2011 we have accrued accounts payable for services rendered in the amount of $63,323. The company intends to settle this payable by issuing the creditors shares of common stock at a negotiated price.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information as of November 1, 2011 with respect to the beneficial ownership of our common stock and based on 28,116,699 shares outstanding:
 
 
●
each stockholder believed to be the beneficial owner of more than 5% of our common stock;
 
 
●
by each of our directors and executive officers; and
 
 
●
all of our directors and executive officers as a group.
 


For purposes of the following table, a person is deemed to be the beneficial owner of any shares of common stock (i) over which the person has or shares, directly or indirectly, voting or investment power, or (ii) of which the person has a right to acquire beneficial ownership at any time within 60 days after the date of this prospectus. “Voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.

  Name and Address  Amount and Nature  Percent
  of Beneficial Owner   of Beneficial Ownership (1)   of Class (2)
        Directors and Executive Officers    
     Delbert G. Blewett, President & CEO
        7810 Marchwood Pl., Vancouver BC, Canada
     Harold Schneider, Director of Long Canyon Gold
        215 Neave Road, Kelowna BC, Canada
    1,210,000 (3)
 
           5,000
   4.3 %
 
   0.02 %
 
       5% Beneficial Owners :
   
     Thomas Hiestand
        Churerstr. 106, Pfaeffikon/Switzerland
    Berta Furrer
        Schmerikonerstr 29 Eschenbach/Switzerland
     Reinhard Hiestand
        Schuetzenstr. 22, Pfaeffikon/Switzerland
     Rolf Bermann
       Lufwiesenweg 7, Freienbach/Switzerland
 
All directors and executive officers
as a group (2 persons)
    7,700,000 (4)
 
    2,685,000
 
    2,648,699 (5)
 
 
    1,695,500
 
 
    1,215,000 (3)
27.4 %
 
  9.5 %
 
  9.4 %
 
 
  6.0 %
 
 
  4.3 %
_____________________________
 
(1)  Unless otherwise indicated, the named person will be the record and beneficially owner of the shares indicated.
(2)  Percentage ownership is based on 28,116,699 shares of common stock outstanding as of November 1, 2011.
(3)  Includes 1,200,000 shares held in the name of Star Anchor Investments Ltd., that is owned and controlled by Delbert G. Blewett.
(4)  Includes 6,700,000 shares held in the name of Velania Treuhand AG that is owned and controlled by Thomas Hiestand.  The remaining 1,000,000 shares are held in the name of Mr. Hiestand. Thomas Hiestand is the father of Reinhard Hiestand.
(5)  Includes 1,998,699 shares held in the name of EMAC Handels AG that is owned and controlled by Reinhard Hiestand.  The remaining 650,000 shares are held in the name of Mr. Hiestand.
 
 
 
- 23 -
 

DESCRIPTION OF SECURITIES
 
Common Stock
 
 
Authorized and Outstanding
 
We are authorized to issue up to 200 million shares of common stock, par value $0.0001 per share, of which 28,116,699 shares are outstanding as of the date of this prospectus.
 
 
Voting Rights
 
Holders of our common stock have the right to cast one vote for each share of stock in their name on the books of our company, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including election of directors. There is no right to cumulative voting in election of directors. Except where a greater requirement is provided by statute, by our articles of incorporation or bylaws, the presence, in person or by proxy duly authorized, of one or more holders of a majority of the outstanding shares of our common stock constitutes a quorum for the transaction of business. The vote by the holders of a majority of outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger, or amendment of our articles of incorporation.
 
 
Dividends
 
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
 

 
Preemptive Rights
 
Holders of our common stock are not entitled to preemptive rights, and no redemption or sinking fund provisions are applicable to our common stock. All outstanding shares of our common stock are, and the shares of common stock sold in the offering will when issued, be fully paid and non-assessable.
 
Preferred Stock

We are authorized to issue of 20 million shares of preferred stock, par value of $0.0001 per share, of which 600,000 shares of  Series A and 500,000 of Series B are outstanding.

Designation of Preferred Stock:

Series “A” shares shall be convertible whereby one Preferred, Series “A” share shall be converted to 10 common voting shares of the company, and Series A shares shall have 100 votes per share, without any limitations or restrictions.

Series “B” shares shall be convertible whereby one Preferred, Series “B” share shall be converted to 10 common voting shares of the company, and Series “B” shares shall have no voting rights whatsoever.
 
Transfer Agent
 
We have retained as our transfer agent: Standard Registrar & Transfer Co, Inc., 12528 South 1840 East, Draper, Utah  84020, appointed as of June 1, 2011. Our former transfer agent was Signature Stock Transfer, Inc., 2632 Coachlight Court, Plano, Texas 75093.  

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Our bylaws provide that directors, officers and any person who acted at our request as an officer or director, will be indemnified by us to the fullest extent authorized by the general corporate laws of Delaware, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf if:
 
 
●
such person acted in good faith with a view to our best interests; and
 
 
●
in the case of a monetary penalty in connection with a criminal or administrative action or proceeding, such person had reasonable grounds to believe that his or her conduct was lawful.
 
Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
LEGAL MATTERS
 
Leonard E. Neilson, Attorney at Law, 8160 South Highland Drive, Suite 104, Sandy, Utah 84093, telephone (801) 733-0800, has acted as our legal counsel.
 
EXPERTS
 
The financial statements of Long Canyon for the fiscal years ended April 30, 2011 and 2010 appearing in this prospectus and the registration statement to which it relates, have been audited by HJ & Associates, LLC, Certified Public Accountants, Salt Lake City, Utah. Their report is given upon their authority as experts in accounting and auditing. The unaudited consolidated financial statements for the three-month period ended July 31, 2011 have been prepared by the company.
 
INTEREST OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this prospectus was hired on a contingent basis, will receive a direct or indirect interest in Canyon Gold, or has acted or will act as a promoter, underwriter, voting trustee, director, officer, or employee of our company.
 
WHERE YOU CAN FIND MORE INFORMATION
 
This prospectus is part of a registration statement that we filed with the SEC in accordance with its rules and regulations. This prospectus does not contain all of the information in the registration statement. For further information regarding both our company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules. You may inspect our registration statement, without charge, at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, NE, Washington, D.C. 20549 and on its Internet site at http://www.sec.gov .
 
You also may request a copy of the registration statement and these filings by contacting us electronically at: canyongold@shaw.ca .
 
Upon the effectiveness of our registration statement, we will be subject to the informational requirements of the Securities Exchange Act of 1934 and will be required to file reports and other information with the SEC. These reports and other information may also be inspected and copied at the SEC’s public reference facilities or its web site.
 

 
- 24 -
 


 
 
 
 
 
 
 
 
 
 














LONG CANYON GOLD RESOURCES CORP.
 
(An Exploration Stage Company)
 
FINANCIAL STATEMENTS
 
April 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 

 
- 25 -
 

 
Long Canyon Gold ResourcesCorp.
(An Exploration Stage Company)
Index to Financial Statements
                   
                   
                   
Report of Independent Registered Public Accounting Firm
     
27
                   
Balance Sheets
             
28
                   
Statements of Operations
           
29
                   
Statements of Stockholders' Equity (Deficit)
       
30
                   
Statements of Cash Flows
           
31
                   
Notes to Financial Statements
           
32
                   
                   
 
 

 
- 26 -
 
 

 
 
Report of Independent Registered Public Accounting Firm

 
To the Board of Directors
Long Canyon Gold Resources Corp. (formerly Ferguson Holdings Ltd.)
(An Exploration Stage Company)
North Vancouver, BC, Canada


We have audited the accompanying balance sheets of Long Canyon Gold Resources Corp. (formerly Ferguson Holdings Ltd.) (an exploration stage company) as of April 30, 2011 and December 31, 2010 and 2009, and the related statements of operations, stockholders' equity (deficit) , and cash flows for the four months ended April 30, 2011, the years ended December 31, 2010 and December 31, 2009, and the period from inception on June 19, 2008 through April 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Long Canyon Gold Resources Corp. (formerly Ferguson Holdings Ltd.) (an exploration stage company) as of April 30, 2011 and December 31, 2010 and 2009, and the results of its operations and its cash flows for the four months ended April 30, 2011, the years  ended December 31, 2010 and December 31, 2009, and the period from inception on June 19, 2008 through April 30, 2011, in conformity with U.S. generally accepted accounting principles.

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 significant recurring losses which have resulted in an accumulated deficit. This raises substantial doubt about the Company's 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.


 
/s/ HJ & Associates, LLC
 
HJ & Associates, LLC
Salt Lake City, Utah
July 18, 2011

 
- 27 -
 

 
LONG CANYON GOLD RESOURCES CORP.
 
(Formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Balance Sheet
 
                   
ASSETS
                 
 
                 
   
April 30,
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2009
 
                   
CURRENT ASSETS
                 
                   
Cash
  $ 42,327     $ 2,675     $  820  
Account receivable - related party
    21,952       -       -  
Prepaid expenses
    10,000       -       -  
Loan receivable
    15,000       15,000       15,000  
                         
Total Current Assets
    89,279       17,675       15,820  
                         
Mineral claims
    19,990       -        -  
                         
TOTAL ASSETS
  $ 109,269     $ 17,675     $  15,820  
                         
                         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                       
                         
CURRENT LIABILITIES
                       
                         
Accounts payable - related party
  $ 6,550     $ -     $  -  
                         
Total Current Liabilities
    6,550       -       -  
                         
TOTAL LIABILITIES
    6,550       -       -  
                         
Common stock, $0.001 par value, 50,000,000 shares authorized;
                       
 27,198,699 and 24,963,299 and 17,158,299 shares issued and
                       
 outstanding as of April 30, 2011 and December 31, 2010 and
                       
 December 31, 2009, respectively
    27,199       24,963       17,158  
Additional paid in capital
    163,037       53,502       24,257  
Deficit accumulated during the exploration stage
    (87,517 )     (60,790 )     (25,595 )
                         
Total Stockholders' Equity (Deficit)
    102,719       17,675       15,820  
                         
                         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 109,269     $ 17,675     $  15,820  
                         
                         
The accompanying notes are an integral part of these financial statements
 
                         
   

 
- 28 -
 

 
 
LONG CANYON GOLD RESOURCES CORP.
 
(Formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Statement of Operations
 
                           
From
 
                           
Inception on
 
   
For the Four
   
For the Four
               
June 19,
 
   
Months Ended
   
Months Ended
   
For the Years Ended
   
2008 Through
 
   
April 30,
   
April 30,
   
December 31,
   
April 30,
 
   
2011
   
2010
   
2010
   
2009
   
2011
 
         
(unaudited)
                   
REVENUE
  $ -     $ -     $  -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
                                         
General and administrative
    26,727       15,750       35,195       25,595       87,517  
Total Operating Expenses
    26,727       15,750       35,195       25,595       87,517  
                                         
LOSS FROM OPERATIONS
    (26,727 )     (15,750 )     (35,195 )     (25,595 )     (87,517 )
                                         
NET LOSS
  $ (26,727 )   $ (15,750 )   $ (35,195 )   $ (25,595 )   $ (87,517 )
                                         
BASIC LOSS PER SHARE
  $  -     $ -     $  -     $ -          
                                         
WEIGHTED AVERAGE SHARES
                                       
OUTSTANDING
    27,198,699       17,158,299       24,963,299       17,158,299          
                                         
The accompanying notes are an integral part of these financial statements
 
                                         
   

 
- 29 -
 


LONG CANYON GOLD RESOURCES CORP.
 
(Formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Statements of Stockholders' Equity (Deficit)
 
From Inception on June 19, 2008 through April 30, 2011
 
                               
 
                   
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
   
Total
 
   
Common Stock
   
Paid-in
   
Exploration
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity (Deficit)
 
                               
Inception, June 19, 2008
    -     $ -     $ -     $ -     $ -  
                                         
Common stock issued for debt
                                       
 at $0.001 per share on December 31, 2009
    16,500,000       16,500       -       -       16,500  
                                         
Common stock issued for cash
                                       
at $0.01 per share during 2009
    200,000       200       1,800       -       2,000  
                                         
Common stock issued for services
                                       
at $0.05 per share on December 31, 2009
    458,299       458       22,457       -       22,915  
                                         
Net loss for the year ended December 31, 2009
    -       -       -       (25,595 )     (25,595 )
                                         
Balance, December 31, 2009
    17,158,299       17,158       24,257       (25,595 )     15,820  
                                         
Common stock issued for debt
                                       
 at $0.001 per share on December 31, 2010
    6,800,000       6,800       -       -       6,800  
                                         
Common stock issued for debt
                                       
 at $0.01 per share on December 31, 2010
    500,000       500       4,500       -       5,000  
                                         
Common stock issued for services
                                       
at $0.05 per share on December 31, 2010
    505,000       505       24,745       -       25,250  
                                         
Net loss for the year ended December 31, 2010
    -       -       -       (35,195 )     (35,195 )
                                         
Balance, December 31, 2010
    24,963,299       24,963       53,502       (60,790 )     17,675  
                                         
Common stock issued for debt
                                       
 at $0.05 per share on April 30, 2011
    1,280,000       1,280       62,720       -       64,000  
                                         
Common stock issued for cash
                                       
 at $0.05 per share on April 30, 2011
    955,400       956       46,815       -       47,771  
                                         
Net loss for the 4 months ended April 30, 2011
    -       -       -       (26,727 )     (26,727 )
                                         
Balance, April 30, 2011
    27,198,699     $ 27,199     $ 163,037     $ (87,517 )   $ 102,719  
                                         
                                         
                                         
                                         
                                         
                                         
                                         
The accompanying notes are an integral part of these financial statements
 
                                         
   

 
- 30 -
 

LONG CANYON GOLD RESOURCES CORP.
 
(formerly Ferguson Holdings Ltd.)
 
(An Exploration Stage Company)
 
Statement of Cash Flows
 
                               
                           
From
 
                           
Inception on
 
   
For the Four
   
For the Four
               
June 19,
 
   
Months Ended
   
Months Ended
   
For the Years Ended
   
2008 Through
 
   
April 30,
   
April 30,
   
December 31,
         
April 30,
 
   
2011
   
2010
   
2010
   
2009
   
2011
 
         
(unaudited)
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                             
                               
Net loss
  $ (26,727 )   $ (15,750 )   $ (35,195 )   $ (25,595 )   $ (87,517 )
Adjustments to reconcile net loss to
                                       
net cash used by operating activities:
                                       
 Common stock for services
    -       -       25,250       22,915       48,165  
 Change in operating assets and liabilities:
                                       
 Increase in accounts receivable
    (21,952 )     -       -       -       (21,952 )
 Increase in prepaid expenses
    (10,000 )     -       -       -       (10,000 )
 Increase in loans receivable
    -       -       -       (15,000 )     (15,000 )
 Increase in accounts payable
    6,550       -       -       -       6,550  
                                         
 Net Cash Used by Operating Activities
    (52,129 )     (15,750 )     (9,945 )     (17,680 )     (79,754 )
                                         
 CASH FLOWS FROM INVESTING ACTIVITIES
                                       
                                         
 Purchase of Mineral Claims
    (19,990 )     -       -       -       (19,990 )
                                         
 Net Cash Used by Investing Activities
    (19,990 )     -       -       -       (19,990 )
                                         
 CASH FLOWS FROM FINANCING ACTIVITIES
                                       
                                         
 Advances from related party
    -       16,736       -       -       16,736  
 Payment on convertible debt
    (56,000 )     -       -       -       (56,000 )
 Proceeds from convertible debt
    120,000       -       11,800       16,500       148,300  
 Proceeds from the sell of stock
    47,771       -       -       2,000       49,771  
                                         
 Net Cash Provided by Financing Activities
    111,771       16,736       11,800       18,500       142,071  
                                         
 INCREASE IN CASH
    39,652       986       1,855       820       42,327  
                                         
 CASH AT BEGINNING OF PERIOD
    2,675       -       820       -       -  
                                         
 CASH AT END OF PERIOD
  $ 42,327     $ 986     $ 2,675     $ 820     $ 42,327  
                                         
                                         
 SUPPLEMENTAL CASH FLOW INFORMATION:
                                       
                                         
 CASH PAID FOR:
                                       
 Taxes
  $ -     $ -     $ -     $ -     $ -  
 Interest
  $ -     $ -     $ -     $ -     $ -  
                                         
                                         
                                         
                                         
                                         
                                         
                                         
                                         
                                         
                                         
The accompanying notes are an integral part of these financial statements.
 
                                         
   
 
 

 
- 31 -
 
 
LONG CANYON GOLD RESOURCES CORP.
(formerly Ferguson Holdings Ltd.)
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2011

1.      Nature of Operations and Continued of Business

Ferguson Holdings Ltd. (the "Company") was incorporated in the Province of British Columbia on June 19, 2008 (“Inception”). The Company changed its name to Long Canyon Gold Resources Corp. on March 16, 2011. The Company changed its year end from December 31 to April 30 commencing in the 2011 fiscal year. The Company is an exploration stage company whose principal business plan is to seek earnings by acquiring revenue producing assets, primarily mineral properties and conduct related activities and operations

The Company is an exploration stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities for mining and mineral related companies and the U.S. Securities and Exchange Commission Guide. All losses accumulated since inception are considered as part of the Company's exploration stage activities.

Going Concern

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. At April 30, 2011, the Company has no revenues to date, has accumulated losses of $87,517 since inception, a working capital surplus of $82,729 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2012 by issuing debt and equity securities and by the continued support of its related parties (see Note 3). The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.

Accounting Method

The Company has prepared the accompanying financial statements in accordance with United States generally accepted accounting principles (“GAAP”) for year-end financial information using the accrual method of accounting. The Company originally elected a December 31 year end but changed the year end to April 30, as noted above.

2.      Summary of Significant Accounting Policies

(a)      Basis of Presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
 
The unaudited financial statements for the four months ended April 30, 2010 have been included for comparative purposes and include normal recurring and other adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements.

(b)      Exploration Stage Company

Since the Company does not yet have an established commercially minable deposit or reserves for extraction and is not yet engaged in the exploitation or production of a mineral deposit, it is considered to be in the exploration stage.
 
 

 
 
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(c)      Exploratory Costs

Since the Company is deemed to be in the Exploration stage, all sampling, metallurgical, engineering, contractor costs, and efforts to obtain mineral rights will be charged to expense as incurred.

(d)      Basic and Diluted Net Loss Per share

The Company computes net loss per share in accordance with ACS 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the
face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive. At April 30, 2011 there were no potentially dilutive instruments outstanding.

(e)  Revenue Recognition

Revenues from the sale of products will be recorded when the product is shipped, title and risk of loss have transferred to the purchaser, payment terms are fixed or determinable and payment is reasonably assured. Revenues from service contracts will be recognized when performance of the service is complete or over the term of the contract.

(f)      Foreign Currency Translation

The Company’s financial instruments and reporting currency is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters , using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

(g)      Income Taxes

The Company accounts for income tax using the asset and liability method in accordance with ASC 740, Income Taxes.  The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.



 
 
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(h)  Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenues and expenses during the reporting period.  The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.  The actual results experience by the Company may diff material and adversely from the Company’s estimates.  To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(i)   Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization with the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and amounts due to related parties.  The fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.  During the years ended December 31, 2010 and 2009, the Company estimates that the carrying values of all of its financial instruments approximate their fair values due to the nature or duration of these instruments.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, Equity Based Payments to Non employees. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant

 
 
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or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 
(j)
Non-Monetary Transactions

All issuances of the Company’s common stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readily determinable.  The majority of the non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares issued.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, Equity Based Payments to Non Employees. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

(k)      Cash and Cash Equivalents

The Company considers all investments purchased with original maturity of three or fewer months to be cash equivalents. The Company had no cash equivalents at April 30, 2011, December 31, 2010 or December 31, 2009.

3.      Related Party Transactions and Balances

As of April 30, 2011 the Company had receivable balances due from related parties of $36,952 and payable balances due to related parties of $6,550, both of which resulted from transactions with management, shareholders, and/or entities under common control.



 
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4.   Deferred Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by the valuation allowances when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of April 30, 2011, December 31, 2010 and 2009:

   
April 30, 2011
   
December 31, 2010
   
December 31, 2009
 
 
Deferred tax asset: NOL Carryover
  $ 7,500     $ 3,000     $ 1,000  
 
Deferred tax liabilities
    -       -       -  
 
Valuation allowance
    (7,500 )     (3,000 )     (1,000 )
    $ -     $ -     $ -  

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended April 30, 2011, December 31, 2010 and 2009 due to the following:

   
April 30, 2011
   
December 31, 2010
   
December 31, 2009
 
 
Book loss
  $ (4,500 )   $ (7,000 )   $ (6,000 )
 
Stock issued for services
    -       5,000       5,000  
 
Valuation allowance
    4,500       2,000       1,000  
    $ -     $ -     $ -  
 
 
 
At April 30, 2011, the Company had net operating loss carry forwards of approximately $39,000 that may be offset against future taxable income from the year 2012 through 2031.  No tax benefit has been reported in the April 30, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.


 
 
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The Company has adopted the Income Tax topic of the FASB ASC 740, Accounting for Uncertainty in Income Taxes. Included in the balance at April 30, 2011, are no tax positions for which the ultimate deductibility is uncertain. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

5.      Common Stock

 
(a)
During the year ended December 31, 2009, the Company issued 200,000 shares of common stock for cash at a price of $0.01 per share.

 
(b)
During the year ended December 31, 2009, the Company issued 16,500,000 shares of common stock at a price of $0.001 per share for the conversion of $16,500 worth of debt.

 
(c) During the year ended December 31, 2009, the Company issued 458,299 shares of common stock at a price of $0.05 per share in exchange for $22,915 worth of services.

 
(d) During the year ended December 31, 2010, the Company issued 6,800,000 shares of common stock at a price of $0.001 per share for the conversion of $6,800 worth of debt.

 
(e) During the year ended December 31, 2010, the Company issued 500,000 shares of common stock at a price of $0.01 per share for the conversion of $5,000 worth of debt.

 
(f) During the year ended December 31, 2010, the Company issued 505,000 shares of common stock at a price of $0.05 per share in exchange for $25,250 worth of services.

 
(g) During the four months ended April 30, 2011, the Company issued 1,280,000   shares of common stock at a price of $0.05 per share for the conversion of $64,000 worth of debt.

 
(h) During the four months ended April 30, 2011, the Company issued 955,400 shares of common stock for cash at a price of $0.05 per share.

6.      Contingencies and Commitments

 
(a)
Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have, individually or in
the aggregate, a material adverse affect on its business, financial condition or operating results.


 
 
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(b)
Indemnities and Guarantees

During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company's officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

 
(c)
Commitments

The Company has no commitments at this time.

7.
Acquisition of Mineral Claims

 
On March 12, 2011, the Company acquired 100% interest in 30 mineral claims located in the state of Nevada for $37,770. On March 19, 2011, 15 of those mineral claims were sold to a related party for $17,830 which amount is included in the total of the related party receivables disclosed in Note 3.

8.      Subsequent Events

In May of 2011 the Company received a total of $115,000 pursuant to convertible loan agreements that were converted before May 31, 2011 with the issuance of 800,000 shares of the Company’s common stock.

On May 15, 2011, the Company entered into an agreement with a related party wherein the Company has the option to acquire 100% interest in an additional 275 mineral claims located in the same areas in Nevada as the mineral claims previously acquired. Consideration for this acquisition is to be $350,000 cash and other immaterial consideration. The related party shall hold a 2% Net Smelter Royalty on these claims.

On May 31, 2011 the Board of Directors passed a resolution to complete a Definitive Agreement, which was executed on July 1, 2011 and is effective as of July 20, 2011, between the Company and Canyon Gold Corp., a Delaware corporation whereby Canyon Gold acquires 100% of the issued shares of LCGRC in a share for share exchange.

In accordance with ASC 855, Subsequent Events , the Company has evaluated subsequent events through July 18, 2011, the date the financial statements were available to be issued, and determined that no additional events have occurred after April 30, 2011 which would have a material impact on the Company's results or require disclosure.

 

 
 
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CANYON GOLD CORP.
 
(An Exploration Stage Company)
 
CONSOLIDATED FINANCIAL STATEMENTS
 
July 31, 2011
 
 
 
 
 

 
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Canyon Gold Corp.
(An Exploration Stage Company)
Index to Consolidated Financial Statements
                   
                   
                   
Consolidated Balance Sheets as of July 31, 2011 (unaudited) and April 30, 2011
 
41
                   
Consolidated Statements of Operations for the Three Months ended July 31, 2011 and 2010 (unaudited)
42
                   
Consolidated Statements of Stockholders' Equity (Deficit) from inception on June 19, 2008 through July 31, 2011 (unaudited)
43
                   
Consolidated Statements of Cash Flows for the Three Months ended July 31, 2011 and 2010 (unaudited)
44
                   
Notes to Consolidated Financial Statements (unaudited)
     
45
                   
                   
                   
                   
                   
                   
                   

 
- 40 -
 


 
Canyon Gold Corp.
 
(An Exploration Stage Company)
 
Consolidated Balance Sheets
 
   
July 31,
   
April 30,
 
   
2011
   
2011
 
   
(unaudited)
       
ASSETS
           
Current assets
           
Cash
  $ 70,760     $ 42,327  
Receivables - related party
    -       21,952  
Prepaid expenses
    37,770       10,000  
Loan receivable - related party
    15,000       15,000  
Total current assets
    123,530       89,279  
                 
Prepaid expenses, noncurrent
    3,015       -  
Mineral claims
    37,820       19,990  
                 
TOTAL ASSETS
  $ 164,365     $ 109,269  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current liabilities
               
Accounts payable
  $ 18,240     $ 50  
Accrued interest payable
    42,067       -  
Convertible notes payable
    101,000       -  
Payable - related parties
    285,048       6,500  
                 
Total current liabilities
    446,355       6,550  
                 
Total liabilities
    446,355       6,550  
                 
STOCKHOLDERS' DEFICIT
               
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
               
1,100,000 and 0 shares issued & outstanding, respectively
    110       -  
                 
Common stock, $0.0001 par value, 200,000,000 shares authorized
               
 28,116,699 and 27,198,699 shares issued and outstanding, respectively
    2,812       27,199  
Additional paid-in capital
    (105,140 )     163,037  
Deficit accumulated during exploration stage
    (179,772 )     (87,517 )
                 
Total stockholders' deficit
    (281,990 )     102,719  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 164,365     $ 109,269  
                 
                 
                 
The accompanying notes are an integral part of these financial statements
 
                 
   

 
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Canyon Gold Corp.
 
(An Exploration Stage Company)
 
Consolidated Statements of Operations
 
(unaudited)
 
                   
               
Inception of
 
               
Exploration
 
               
Stage
 
               
on June 19, 2008
 
   
For the 3 Months Ended
   
through
 
   
July 31,
         
July 31,
 
   
2011
   
2010
   
2011
 
                   
Revenue
  $ -     $ -     $ -  
                         
Expenses
                       
General and administrative
    13,281       7,500       95,615  
Management and administration fees
    15,968       1,183       17,151  
Professional fees
    45,386       -       45,386  
Directors' fees
    7,500       4,000       11,500  
Exploration Costs
    10,000       -       10,000  
                         
Total expenses
    92,135       12,683       179,652  
                         
Other expense
                       
Interest on convertible note
    120       -       120  
                         
Net loss
  $ (92,255 )   $ (12,683 )   $ (179,772 )
                         
                         
Net loss per share
  $ (0.00 )   $ (0.00 )        
                         
                         
Weighted average shares outstanding
    28,116,699       17,158,299          
                         
                         
                         
                         
                         
                         
                         
                         
The accompanying notes are an integral part of these financial statements
                         
 
 

 
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Canyon Gold Corp.
 
(An Exploration Stage Company)
 
Consolidated Statement of Stockholders' Equity (Deficit)
 
From Inception on June 19, 2008 through July 31, 2011
 
 
                                         
 
       
 
                     
Deficit
 
                                 
Accumulated
 
                           
Additional
   
During the
   
Total
 
   
Common Stock
   
Preferred Stock
   
Paid-in
   
Exploration
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity (Deficit)
 
                                           
Inception, June 19, 2008
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Common stock issued for debt
                                                       
 at $0.001 per share on December 31, 2009
    16,500,000       16,500       -       -       -       -       16,500  
                                                         
Common stock issued for cash
                                                       
at $0.01 per share during 2009
    200,000       200       -       -       1,800       -       2,000  
                                                         
Common stock issued for services
                                                       
at $0.05 per share on December 31, 2009
    458,299       458       -       -       22,457       -       22,915  
                                                      -  
Net loss for the year ended December 31, 2009
    -       -       -       -       (25,595 )     (25,595 )
                                                         
Balance, December 31, 2009
    17,158,299       17,158       -       -       24,257       (25,595 )     15,820  
                                                         
Common stock issued for debt
                                                       
 at $0.001 per share on December 31, 2010
    6,800,000       6,800       -       -       -       -       6,800  
                                                         
Common stock issued for debt
                                                       
 at $0.01 per share on December 31, 2010
    500,000       500       -       -       4,500       -       5,000  
                                                         
Common stock issued for services
                                                       
at $0.05 per share on December 31, 2010
    505,000       505       -       -       24,745       -       25,250  
                                                         
Net loss for the year ended December 31,
2010
    -       -       -       -       (35,195 )     (35,195 )
                                                         
Balance, December 31, 2010
    24,963,299       24,963       -       -       53,502       (60,790 )     17,675  
                                                         
Common stock issued for debt
                                                       
 at $0.05 per share on April 30, 2011
    1,280,000       1,280       -       -       62,720       -       64,000  
                                                         
Common stock issued for cash
                                                       
 at $0.05 per share on April 30, 2011
    955,400       956       -       -       46,815       -       47,771  
                                                         
Net loss for the 4 months ended April 30,
2011
    -       -       -       -       (26,727 )     (26,727 )
                                                         
Balance, April 30, 2011
    27,198,699       27,199       -       -       163,037       (87,517 )     102,719  
                                                         
Common stock issued for debt
                                                       
 at an average of $0.144 per share on May 31, 2011 (unaudited)
    800,000       800       -       -       114,200       -       115,000  
                                                         
Recapitalization with reverse acquisition
(unaudited)
    (25,187 )     500,000       50       (382,377 )     -       (407,514 )
                                                         
Preferred Series 'A' shares issued at par for
                         
related  party payables (unaudited)
    -       -       600,000       60       -       -       60  
                                                         
Net loss for the 3 months ended July 31,
2011 (unaudited)
    -       -       -       -       (92,255 )     (92,255 )
                                                         
Balance, July 31, 2011 (unaudited)
    28,116,699     $ 2,812       1,100,000     $ 110     $ (105,140 )   $ (179,772 )   $ (281,990 )
                                                         
                                                         
                                                         
                                                         
                                                         
The accompanying notes are an integral part of these financial statements
                                                         
 
 

 
 
- 43 -
 

 
CANYON GOLD CORP.
 
(An Exploration Stage Company)
 
Consolidated Statements of Cash Flow
 
(unaudited)
 
                   
               
Inception of
 
               
Exploration
 
               
Stage
 
               
on June 19, 2008
 
   
For the 3 Months Ended
   
through
 
   
July 31,
         
July 31,
 
   
2011
   
2010
   
2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
             
                   
Net loss
  $ (92,255 )   $ (12,683 )   $ (179,772 )
Adjustments to reconcile net loss to
                       
net cash used by operating activities:
                       
 Interest accrued on convertible notes payable
    120       -       120  
 Common stock issued for services
    -       -       48,165  
 Change in operating assets and liabilities:
                       
 (Increase) decrease in accounts receivable
    21,952       -       -  
 (Increase) decrease in prepaid expenses
    (10,482 )     -       (20,482 )
 (Increase) decrease in loans receivable
    -       -       (15,000 )
 Increase (decrease) in accounts payable
    (2,387 )     -       4,163  
 Increase (decrease) in payable-related parties
    (33,488 )     10,225       (33,488 )
                         
 Net Cash Used by Operating Activities
    (116,540 )     (2,458 )     (196,294 )
                         
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
               
                         
 Cash received from reverse acquisition
    29,973       -       29,973  
 Purchase of mineral claims
    -       -       (19,990 )
                         
 Net Cash Used by Investing Activities
    29,973       -       9,983  
                         
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
         
                         
 Proceeds from sale of stock
    -       -       49,771  
 Payments on convertible debt
    -       -       (56,000 )
 Proceeds from related party convertible debt
    115,000       -       263,300  
                         
 Net Cash Provided by Financing Activities
    115,000       -       257,071  
                         
 INCREASE IN CASH
    28,433       (2,458 )     70,760  
                         
 CASH AT BEGINNING OF PERIOD
    42,327       2,948       -  
                         
 CASH AT END OF PERIOD
  $ 70,760     $ 490     $ 70,760  
                         
                         
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 Related party loan converted to common shares
  $ 115,000     $ -     $ -  
 Related party payable converted to preferred shares
  $ 110     $  -     $ -  
                         
 SUPPLEMENTAL CASH FLOW INFORMATION:
                       
                         
 CASH PAID FOR:
                       
 Taxes
  $  -     $    -     $ -  
 Interest
  $  -     $  -     $ -  
                         
The accompanying notes are an integral part of these financial statements.
 
                         
   

 
- 44 -
 
 
CANYON GOLD CORP.
(an Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
July 31, 2011

1. Nature of Operations and Continuation of Business

CANYON GOLD CORP. (the "Company ") was incorporated in the State of Delaware on May 27, 1998 as Mayne International Ltd. On September 5, 2000 the Company changed its name to Black Dragon Entertainment, Inc. On July 31, 2002 the Company changed its name to Vita Biotech Corporation. On May 27, 2004 the Company changed its name to August Energy Corp. and subsequently on April 17, 2011, the Company changed its name to CANYON GOLD CORP.

On July 20, 2011, the Company acquired 100% of the issued shares of Long Canyon Gold Resources Corp. (“Long Canyon”), a private British Columbia, Canada Corporation, in a share for share exchange for a total of 27,998,699 common shares and 500,000 Series B preferred shares to be issued by the Company to the shareholders of Long Canyon. The Share Exchange was accounted for as a reverse acquisition and recapitalization and as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of Long Canyon Gold Resources Corp. (the accounting acquirer), with the assets and liabilities, and revenue and expenses, of the Company being included effective from the date of the Share Exchange. As the Share Exchange was accounted for as a reverse acquisition and recapitalization, there was no gain or loss recognized on the transaction. The historical financial statements for periods prior to the Share Exchange are those of Long Canyon Gold Resources Corp. except that the equity section and earnings per share have been retroactively restated to reflect the Share Exchange. As a result of the Share Exchange, the Company continues its’ mineral exploration activities.

The Company is an exploration stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities and the U.S Securities and Exchange Commission Guide for mining and mineral related companies. All losses accumulated since May 1, 2006 are considered as part of the Company's exploration stage activities.

Going Concern

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. At July 31, 2011, the Company has no revenues to date, has accumulated losses of $179,772 since inception of the exploration stage on June 19, 2008 and a working capital deficit of $322,825 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern. Management plans to continue to provide for the Company's capital needs during the year ending April 30, 2012 by issuing debt and equity securities and by the continued support of its related parties (see Note 3). The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.

2. Summary of Significant Accounting Policies

(a)      Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The company’s fiscal year end is April 30, 2011. These consolidated financial statements include the accounts of its wholly-owned subsidiary, Long Canyon Gold Resources Corp. (“Long Canyon”). All inter-company transactions and balances have been eliminated.



 
 
- 45 -
 

(b)      Interim Consolidated Financial Statement

The interim consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2011.
 
The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as at July 31, 2011 and the consolidated results of its operations and consolidated cash flows for the three months ended July 31, 2011 and July 31, 2010. The results of operations for the three months ended July 31,  2011 are not necessarily indicative of the results to be expected for future quarters or the full year ending April 30, 2012.

(b)      Exploration Stage Company

Since the Company does not yet have an established commercially minable deposit or reserves for extraction and is not yet engaged in the exploitation or production of a mineral deposit, it is considered to be in the exploration stage.
 
 
(c)      Exploratory Costs

Since the Company is deemed to be in the exploration stage, all sampling, metallurgical, engineering, contractor costs, and efforts to obtain mineral rights have been charged to expense as incurred.

(d)      Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive. At July 31, 2011 there were no potentially dilutive instruments outstanding.

(e) Revenue Recognition

Revenues from the sale of products will be recorded when the product is shipped, title and risk of loss have transferred to the purchaser, payment terms are fixed or determinable and payment is reasonably assured. Revenues from service contracts will be recognized when performance of the service is complete or over the term of the contract.




 
 
- 46 -
 

(f)      Foreign Currency Translation

The Company’s financial instruments and reporting currency is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters , using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

(g)      Income Taxes

The Company accounts for income tax using the asset and liability method in accordance with ASC 740, Income Taxes.  The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

(h) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.  The actual results experience by the Company may diff material and adversely from the Company’s estimates.  To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(i) Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization with the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable data.


 
 
- 47 -
 


Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and amounts due to related parties.  The fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.  As of July 31, 2011 and April 30, 2011, the Company estimates that the carrying values of all of its financial instruments approximate their fair values due to the nature or duration of these instruments.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, Equity Based Payments to Non employees. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 
(j)
Non-Monetary Transactions

All issuances of the Company’s common stock for non-cash consideration have been assigned a dollar amount equaling either the market value of the shares issued or the value of consideration received whichever is more readily determinable.  The majority of the non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares issued.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, Equity Based Payments to Non Employees. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 
(k)
Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As at July 31, 2011, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

      (l)           Cash and Cash Equivalents

The Company considers all investments purchased with original maturity of three or fewer months to be cash equivalents. The Company had no cash equivalents at July 31, 2011 or April 30, 2011.



 
 
- 48 -
 


        (m)   Reclassifications

Certain amounts in the consolidated financial statements for fiscal year 2010 have been reclassified to conform to the current year presentation.

3.      Related Party Transactions and Balances

The Company makes use of office space and management services controlled by a related party. These services are non-contractual and are on an as-used basis. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. These types of transactions, when incurred, result in related party balances on the Company’s books as a necessary part of funding the Company’s operations.
 
In connection with the acquisition of mineral claims discussed in Note 6, on July 22, 2011, the Company authorized the issuance of 600,000 shares of Series A Preferred Shares at $0.0001 per share in satisfaction of the remainder of the consideration for the purchase of the mineral claims and in partial satisfaction of Long Canyon related party payables.

As of July 31, 2011 and April 30, 2011 the Company had payable balances due to related parties of $285,048 and $6,500, respectively.

4.      Contingencies and Commitments

 
(a)
Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

 
(b)
Indemnities and Guarantees

During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company's officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

 
(c)
Commitments

The Company has no commitments as of July 31, 2011.

5.      Convertible Notes Payable

As of July 31, 2011 the Company had a convertible notes payable balance of $101,000 bearing interest at 4% per annum. The notes may be converted into common stock of the Company at a price of the lower of $0.10 per share or a 25% discount to market price at the time of conversion.  The Notes were due December 31, 2002 and are currently in default therefore they are classified as current liabilities on the balance sheet.


 
 
- 49 -
 


6.   Acquisition of Mineral Claims

On March 12, 2011, the Company’s wholly-owned subsidiary, Long Canyon, acquired 100% interest in 15 mineral claims located in the State of Nevada for $19,990.

On March 19, 2011, the Company acquired a 100% interest in 15 mineral of the mineral claims acquired by Long Canyon for $17,830, consisting of $17,770 in cash and a payable of $60. On July 22, 2011, that payable was satisfied with the issuance of 600,000 shares of Series A Preferred Stock at $0.0001 per share issued to a related party of Long Canyon. See Note 3.

On July 4, 2011, the Company paid $36,185 for government and claim fees relating to the 30 mineral claims for the twelve months beginning September 1, 2011.  $33,170 and $3,015 have been recorded as Prepaid Expenses and Prepaid Expenses - Long Term, respectively, as of July 31, 2011.

7.   Reverse Acquisition

As noted in Note 1, on July 20, 2011, the Company acquired 100% of the issued shares of Long Canyon in a share for share exchange for a total of 27,998,699 common shares and 500,000 Series B Preferred Shares to be issued by the Company to the shareholders of Long Canyon, valued at  $0.0001 par value each, for $2,800 and $50, respectively.

Legally, the Company is the parent of Long Canyon, however, as a result of the share exchange described above, control of the combined companies passed to the former shareholders of Long Canyon. This type of share exchange is referred to as a reverse acquisition. A reverse acquisition involving a non-public enterprise and a non-operating public enterprise with nominal net non-monetary assets is a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to the issuance of shares by Long Canyon for the net assets of the Company, accompanied by a recapitalization of Long Canyon. The net asset (deficiency) of the Company totaled ($407,512) at the date of acquisition, based upon the Company’s capital and accumulated deficit as at July 20, 2011, which consists of the following:

Assets acquired:
       
Cash
 
$
29,973
 
Prepaid expenses
   
18,795
 
Mineral claims
   
17,830
 
Prepaid expenses – long term
   
1,508
 
     
68,106
 
Less liabilities assumed:
       
Accounts payable
   
(20,577)  
 
Accrued interest payable
   
(41,947)  
 
Convertible notes payable
   
(101,000)  
 
Payable – related parties
   
(312,094)  
 
     
(475,618)  
 
         
Net purchase price deficiency
 
$
(407,512)  
 




 
- 50 -
 

The accompanying consolidated statements of operations and cash flows for the three months ended July 31, 2011 include Long Canyon’s operations for the three months ended July 31, 2011 and the Company’s results of operations from July 20, 2011, the date of acquisition, to July 31, 2011.  The results of operations of the Company from the Company’s most recent fiscal year end, April 30, 2011, to July 20, 2011 were as follows:

Expenses:
           
General and administrative
 
$
2,831
     
Management and administration fees
   
6,532
     
Professional fees
   
20,577
     
Interest
   
890
     
             
Loss for the period
 
$
30,830
     

8.      Recent Accounting Pronouncements

There were no new accounting pronouncements issued during the three months ended July 31, 2011 and through the date these consolidated financial statements were available to be issued that the Company believes are applicable to or would have a material impact on the consolidated financial statements of the Company.

9.      Supplemental Cash Flow Information

The following is supplemental information to the cash flow statement:
           Inception of  
           Exploration Stage  
           on June 19, 2008  
   
For the 3 Months Ended July 31,
     through July 31,  
   
2011
   
2010
   
2011
 
CASH PAID FOR:
                 
  Taxes
  $ -     $ -     $ -  
  Interest
  $ -     $ -     $ -  
                         
SUPPLEMENTAL SCHEDULE OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
 
  Related Party loan converted to common shares
  $ 115,000     $ -     $ 15,000  
  Related party payable converted to preferred shares
  $ 110     $ -     $ 110  
  Canyon Gold Corp. assets contributed and liabilities
     assumed related to reverse acquisition transaction -
                       
     Prepaid expenses
  $ 20,303     $ -     $ 20,303  
    Mineral claims
  $ 17,830     $ -     $ 17,830  
    Accounts payable
  $ (20,577 )   $ -     $ (20,577 )
    Accrued interest
  $ (41,947 )   $ -     $ (41,947 )
    Convertible notes
  $ (101,000 )   $ -     $ (101,000 )
    Related party payables
  $ (312,096 )   $ -     $ (312,096 )

10.           Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events and determined that no events have occurred after July 31, 2011 which would have a material impact on the Company’s results or require disclosure.


 
 
- 51 -
 

 
Canyon Gold Corp.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.                      Other Expenses of Issuance and Distribution

The estimated expenses of the offering, all of which are to be paid by us, are as follows:  
 
 Filing fee under the Securities Act of 1933   $ 330  
 Accountants’ fees and expenses      7,500  
 Legal fees and related expenses      20,000  
 Blue Sky fees and expenses      2,500  
 Printing expenses      2,000  
 Transfer agent fees      1,000  
 Miscellaneous     2,500  
         
 Total   $ 35,830  

Item 14.                      Indemnification of Directors and Officers

Section 102(b)(7) of the Delaware General Corporation Law (“ DGCL ”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL ("Section 145"), provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.  We presently do not carry such insurance.

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.


 
- 52 -
 

Item 15.                       Recent Sales of Unregistered Securities

In consideration for the acquisition of Long Canyon Gold Resources Corp, on July 20, 2011, the company issued 27,998,699 shares of its authorized, but previously unissued common stock. The shares were valued at $277,237 ($0.01 per share).  Also in connection with the acquisition of Long Canyon, we issued 600,000 shares of our Series A preferred stock, valued $60 ($0.0001 per share).  Further, the company issued 500,000 shares of Series B convertible preferred to DRLLC, valued at $50 ($0.0001 per share) as partial payment for the acquisition of 30 mineral lease claims.  These preferred shares are convertible into 5,000,000 of common stock. 
Series B

All of the aforementioned shares were issued in private transactions to persons familiar with our company and its business without registration under the Securities Act of 1933, pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.  No form of solicitation document was used in the issuance of the shares.  The shares are considered restricted securities and certificates representing the shares must contain a legend restricting further transfer unless the shares are first registered or qualify for an exemption.

Item 16.                      Exhibits and Financial Statement Schedules

(a) The following exhibits are filed with this Registration Statement:
 
  Exhibit No.   Exhibit Description  
       
   2.1 Agreement between Long Canyon Gold (formerly known as Ferguson Holdings Ltd.) and Canyon Gold (formerly known as August Energy Corp.)  
   3.1
Articles of Incorporation and amendments thereto
 
   3.2 Bylaws  
   4.1 Instrument defining security holder rights [Included in Exhibit 3.1, Articles of Incorporation]  
   5.1
Opinion of Leonard E. Neilson, Attorney at Law, regarding legality of securities being registered
 
   10.1
Agreement between Development Resources LLC (DRLLC) and Ferguson Holdings Ltd. (now known as Long Canyon Gold Resources Corp.)
 
   10.2
Agreement between Ferguson Holdings Ltd. (now known as Long Canyon Gold Resources Corp.) and August Energy Corp. (now known as Canyon Gold Corp.)
 
   21.1 Subsidiaries  
   23.1
Consent of HJ & Associates, L.L.C., Certified Public Accountants and Consultants
 
   23.2
Consent of Leonard E. Neilson, Attorney at Law (Included as part of Exhibit 5.1)
 
       
       
________________________
 
 
 
- 53 -
 


Item 17.                      Undertakings

We hereby undertake:

1.      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)      To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

(iii)      To include any additional or changed material information on the plan of distribution.

2.      That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof.

3.  
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.      That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference  into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Vancouver, Province of British Columbia, Canada, on this 10th day of November 2011.


 
   
Canyon Gold Corp.
 
    (Registrant)  
       
   By:   /s/ Delbert G. Blewett  
     Delbert G. Blewett  
     President, Chief Executive Officer,  
     Secretary and Director  
       
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.
 
 
 
  Signature   Title   Date  
       
   /S/      Delbert G. Blewett                                          President, Chief Executive Officer,      November 10, 2011  
 Delbert G. Blewett  Secretary and Director    
       
       
 
                                                          
 
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Please refer to ex2-1.pdf, attached.
Please refer to ex3-1.pdf attached.
 
BYLAWS
OF
CANYON GOLD CORP.
(A Delaware Corporation)
 
 
  Article  I      –   OFFICES
 
Article  II    
  –  MEETINGS OF STOCKHOLDERS
  Article III   –  DIRECTORS
 
Article IV
  –  OFFICERS
  Article V   –  EXECUTIVE COMMITTEE AND OTHER COMMITTEES
  Article VI   –  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY AND DEPOSIT OF CORPORATE FUNDS
  Article VII   –  CAPITAL SHARES
  Article VIII   –  INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS
  Article IX   –  FISCAL YEAR
  Article X   –  DIVIDENDS
  Article XI   –  AMENDMENTS
 
ARTICLE  I
OFFICES

Section 1.01   Location of Offices .  The Corporation may maintain such offices within or without the State of Delaware as the Board of Directors may from time to time designate or require.

Section 1.02 Registered Office .  The registered office of the Corporation required by the Delaware General Corporation Law to be maintained in Delaware shall be as set forth in the Certificate of Incorporation, unless changed as provided by law.

ARTICLE  II
MEETINGS OF STOCKHOLDERS

Section 2.01   Annual Meeting .  The annual meeting of the stockholders will be held the second Wednesday of April of each year, or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the election of directors will not be held on the day designated for the annual meeting of the stockholders, or at any adjournment thereof, the Board or Directors will cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 2.02   Special Meetings . Special meetings of the stockholders may be called at any time by the Board of Directors or by such person or persons as may be authorized by the Certificate of Incorporation or by these Bylaws.

Section 2.03   Place of Meetings .  Each meeting of the stockholders shall be held at such place, either within or outside Delaware, as may be designated in the notice of meeting, or, if no place is designated in the notice, at the principal office of the Corporation.

      Section 2.04   Notice of Meetings .

(a)  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

 
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(b) The written notice of any meeting shall be given, not less than 10 nor more than 60 days before the date of the meeting, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.  If mailed, notice is given when deposited in the United States Mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.  An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c)  When a meeting is adjourned to another time or place, unless the Bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.  If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Delaware General Corporation Law, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.05   Waiver of Notice .  Whenever notice of a meeting is required to be given, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or the Bylaws.

Section 2.06   Fixing Record Date .  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for any other lawful action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders, which date shall be not more than 60 nor less than ten days before the date of such meeting, and not more than 60 days prior to any other action.  If no record date is fixed then the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, the close of  business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held, or, for determining stockholders for any other purpose, the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.07   Voting Lists .  The officer or agent of the Corporation having charge of the share transfer books for shares of the Corporation will make, at least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be open to the examination of any stockholder for any purpose germane to the meeting on a reasonably accessible electronic network, or will be kept on file at the Corporation’s principal place of business and will be subject to inspection by any stockholder during the whole time of the meeting.  The original share transfer book will be prima facie evidence as to the stockholders who are entitled to examine such list or transfer books, or to vote at any meeting of stockholders.
 
 
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Section 2.08   Quorum .  One-third of the total voting power of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of the stockholders.  If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject will constitute action by the stockholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the Corporation or the Certificate of Incorporation.  If less than one-third of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.09   Voting of Shares .  Each outstanding share of the Corporation entitled to vote will be entitled to one vote on each matter submitted to vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by the Certificate of Incorporation.

Section 2.10   Proxies .  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(a) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy.  Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such person's signature to be affixed to such writing by any reasonable means including, but not limited to, facsimile or other electronic signature.

(b)  A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, facsimile, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, facsimile or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, facsimile or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams, facsimile or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(c)  Any copy, facsimile telecommunication or other reliable electronic reproduction of the writing or transmission created pursuant to subsection (b) above may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other electronic reproduction shall be a complete reproduction of the entire original writing or transmission.

 
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(d)  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.
 
Section 2.11   Written Consent to Action by Stockholders .

(a)  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)  Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation.

(c)  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders or members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders or members to take the action were delivered to the Corporation.

ARTICLE  III
DIRECTORS

Section 3.01   General Powers .  The property, affairs, and business of the Corporation will be managed by its Board of Directors.  The Board of Directors may exercise all the powers of the Corporation whether derived from law, the Certificate of Incorporation or these Bylaws, except such powers as are by statute, by the Certificate of Incorporation or by these Bylaws, vested solely in the stockholders of the Corporation.

Section 3.02   Number, Term, and Qualifications .  The Board of Directors will consist of one to seven  persons.  Increases or decreases to said number may be made, within the numbers authorized by the Certificate of Incorporation, as the Board of Directors will from time to time determine by amendment to these Bylaws.  An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these Bylaws by a majority vote of all of the stockholders, and the number of directors to be so increased or decreased will be fixed upon a majority vote of all of the stockholders of the Corporation.  Each director will hold office until the next annual meeting of stockholders of the Corporation and until his or her successor will have been elected and will have qualified.  Directors need not be residents of the state of incorporation or stockholders of the Corporation.

Section 3.03   Classification of Directors .  In lieu of electing the entire number of directors annually, the Board of Directors may provide, at its discretion, that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of stockholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election.  At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting will be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes.

 
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Section 3.04   Regular Meetings .  A regular meeting of the Board of Directors will be held without other notice than this Bylaw immediately following, and at the same place as, the annual meeting of stockholders.  Failure to hold such a meeting, however, shall not invalidate any action taken by any officer then or thereafter in office. The Board of Directors may provide by resolution the time and place, either within or outside Delaware, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05   Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the President, Chairman, or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Sate of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.06   Meetings by Telephone Conference Call . Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can bear each other, and participation in a meeting pursuant to this Section will constitute presence in person at such meeting.

Section 3.07   Notice .  Notice of each meeting of the Board of Directors (except those regular meetings for which notice is not required) stating the place, day and hour of the meeting shall be given to each director at least three (3) days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery (including delivery by private courier) of written notice or by telephone, telegram, telex, facsimile, cablegram or other similar method, except that in the case of a meeting to be held pursuant to Section 3.06 notice may be given by telephone one day prior thereto.  The method of notice need not be the same to each director.  Notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid, addressed to the director at his business or residence address, when delivered or communicated to the director or when the telegram, telex, cablegram or other form of notice is personally delivered to the director or delivered to the last address of the director furnished by him to the Corporation for such purpose. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting. Attendance of a director at a meeting will constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08   Quorum .  A majority of the number of directors will constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09   Action Without a Meeting .  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, will be signed by all of the directors, or all of the members of the committee, as the case may be, and the writing is filed with the minutes of the proceedings of the Board or Committee.  Such consent will have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.10   Manner of Acting .  The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors, and the individual directors will have no power as such.    No director may vote or act by proxy or power of attorney at any meeting of the Board of Directors.

Section 3.11   Vacancies and Newly Created Directorship . If any vacancies will occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors will be increased, the directors then in office will continue to act and such vacancies or newly created directorships will be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting.  Any directorship to be filled by reason of removal of one or more directors by the stockholders may be filled by election by the stockholders at the meeting at which the director or directors are removed.

 
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Section 3.12 Committees .  The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (a) amending the Certificate of Incorporation (except as permitted by the Delaware General Corporation Law with respect to fixing the terms and conditions of series of stock); (b) adopting an agreement of merger or consolidation; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets; (d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; (e) amending the Bylaws of the Corporation; and (f) unless the resolution of the Board expressly so provides, declaring a dividend or authorizing the issuance of stock.  The delegation of authority to any committee shall not operate to relieve the Board of Directors or any member of the Board from any responsibility imposed by law.  Subject to the foregoing, the Board of Directors may provide such powers, limitations and procedures for such committees as the Board deems advisable.  To the extent the Board of Directors does not establish other procedures, each committee shall be governed by the procedures set forth for directors in this Article III as if the committee were the Board of Directors.  Each committee shall keep regular minutes of its meetings, which shall be reported to the Board of Directors when required and submitted to the Secretary of the Corporation for inclusion in the corporate records.

Section 3.13   Compensation .  Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors may, by resolution of the Board of Directors, be paid their expenses, if any of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment will preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.14   Presumption of Assent .  A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, will be presumed to have assented to the action taken unless his or her dissent will be entered in the minutes of the meeting, unless he or she will file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or will forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent will not apply to a director who voted in favor of such action.

Section 3.15   Resignations .  A director may resign at any time by delivering a written resignation to either the President, a Vice President, the Secretary, or Assistant Secretary, if any.  The resignation will become effective on its acceptance by the Board of Directors;   provided , that if the Board has not acted thereon within 10 days from the date presented, the resignation will be deemed accepted.

 
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Section 3.16   Removal .  Any director may be removed for cause by action of the Board of Directors.  At a meeting of stockholders expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the Corporation entitled to vote at an election of directors.

ARTICLE  IV
OFFICERS

Section 4.01   Number and Qualification .  The officers of the Corporation shall consist of a Chairman of the Board, Chief Executive Officer, a President and one or more Vice-Presidents, a Secretary and such other officers, including a Vice-Chairman or Vice-Chairmen of the Board, Chief Financial Officer, a Treasurer and a Controller, as may from time to time be elected or appointed by the Board.  In addition, the Board of Directors or the Chief Executive Officer may elect or appoint such assistant and other subordinate officers including assistant Vice-Presidents, assistant Secretaries and assistant Treasurers, as it or he shall deem necessary or appropriate.  Any number of offices may be held by the same persons.  All officers must be natural persons

Section 4.02   Election, Term of Office, and Qualifications . The officers will be chosen by the Board of Directors annually at its annual meeting.  In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special an annual meeting of the Board of Directors.  Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) will hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor will have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws.  Any one person may hold any two or more of such offices.  The Chairman of the Board, if any, will remain a   director of the Corporation during the term of his or her office.  No other officer need be a director.

Section 4.03   Subordinate Officers, Etc.   The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of which will have such title, old office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine.  The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties.  Subordinate officers need not be stockholders or directors.

Section 4.04   Resignations .  Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President, or the Secretary.  Unless otherwise specified therein, such resignation will take effect on delivery.

Section 4.05   Removal .  Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause.  Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom, such power of removal will have been conferred by the Board of Directors.  Election or appointment of an officer shall not in itself create contract rights.

Section 4.06   Vacancies and Newly Created Offices . If any vacancy will occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office will be created, then such vacancies or new created offices may be filled by the Chief Executive Officer or by Board of Directors at any regular or special meeting.

 
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Section 4.07   Chairman of the Board .  The Chairman of the Board, if there be such an officer, will have the following powers and duties.

(a)  He or she will preside at all stockholders' meetings;

(b)  He or she will preside at all meetings of the Board of Directors;

(c)  He or she will be a member of the executive committee, if any; and

(d) He or she shall have and may exercise all such powers and perform such other duties as may be assigned from time to time by the Board of Directors.

Section 4.08   President .  The President will have the following powers and duties:

(a)  If no Chief Executive Officer has been appointed, he or she will be the Chief Executive Officer of the Corporation, and, subject to the direction of the Board of Directors, will have general charge of the business, affairs, and property of the Corporation and general supervision over its officers, employees, and agents;

(b)  If no Chairman of the Board has been chosen, or if such officer is absent or disabled, he or she will preside at meetings of the stockholders and Board of Directors;

(c)   He or she will be a member of the executive committee, if any;

(d)  He or she will be empowered to sign certificates representing shares of the Corporation, the issuance of which will have been authorized by the Board of Directors; and

(e)  He or she will have all power and will perform all duties normally incident to the office of a President of a Corporation, and will exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.09   Chief Executive Officer . The Board of Directors may employ and appoint a Chief Executive Officer who may, or may not, be one of the officers or directors of the Corporation.  The Chief Executive Officer, if any will have the following powers and duties:

(a)  He or she will be the Chief Executive Officer of the Corporation and, subject to the directions of the Board of Directors, will have general charge of the business affairs and property of the Corporation and general supervision over its officers, employees, and agents:

(b)  He or she will be charged with the exclusive management of the business of the Corporation and of all of its dealings, but at all times subject to the control of the Board of Directors;

(c)  Subject to the approval of the Board of Directors or the executive committee, if any, he or she will employ all employees of the Corporation, or delegate such employment to subordinate officers, and will have authority to discharge any person so employed; and

(d)  He or she will make a report to the President and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the Corporation, and will perform such other duties as the Board of Directors may require.

Section  4.09 Vice Presidents . The Board of Directors may, from time to time, designate and elect one or more Vice Presidents, one of whom may be designated to serve as Executive Vice President.  Each Vice President will have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the President.  At the request or in the absence or disability of the President, the Executive Vice President or, in the absence or disability of the Executive Vice President, the Vice President designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the President, the Senior Vice President, may perform all the duties of the President, and when so acting, will have all the powers of, and be subject to all the restrictions upon, the President.


 
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Section  4.10 Secretary . The Secretary will have the following powers and duties:

(a)  He or she will keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose;

(b)  He or she will cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute;

(c)  He or she will be the custodian of the records and of the seal of the Corporation, and will cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the Corporation under its seal will have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same;

(d)  He or she will assume that the books, reports, statements, certificates, Certificate of Incorporation, Bylaws and other documents and records required by statute are properly kept and filed;

(e)  He or she will have charge of the share books of the Corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the Corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she will exhibit at all reasonable times to any director, upon application, the original or duplicate. share register.  He or she will cause the share book referred to in Section 7.04 hereof to be kept and exhibited at the principal office of the Corporation, or at such other place as the Board of Directors will determine, in the manner and for the purposes provided in such Section;

(f)  He or she will be empowered to sign certificates representing shares of the Corporation, the issuance of which will have been authorized by the Board of Directors; and

(g)  He or she will perform in general all duties incident to the office of Secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 4.11 Chief Financial Officer; Treasurer .  The Chief Financial Officer or, in the absence of a Chief Financial Officer, the Treasurer shall:

(a)  be the principal financial officer of the Corporation and have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the Corporation and deposit the same in accordance with the instructions of the Board of Directors;

(b) unless assigned to the Controller, receive and give receipts and acquittances for moneys paid in on account of the Corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity;

 
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(c) unless there is a Controller, be the principal accounting officer of the Corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all  local, state and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the Chief Executive Officer and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations;

(d) upon request of the Board, make such reports to it as may be required at any time; and

 (e) perform all other duties incident to such office and such other duties as from time to time may be assigned to him by the Board of Directors or by the Chief Executive Officer.  Assistant Treasurers, if any, shall have the same powers and duties, subject to the supervision of the Chief Financial Officer or Treasurer.  If there is no Chief Financial Officer or Treasurer, these duties shall be performed by the Secretary or the Chief Executive Officer or other person appointed by the Board of Directors.

Section 4.12    Salaries .  The salaries and other compensation of the officers of the Corporation will be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 hereof.  No officer will be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the Corporation.

Section 4.13   Surety Bond.   In case the Board of Directors will so require, any officer or agent of the Corporation will execute to the Corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the Corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the Corporation which may come into his or her hands.

ARTICLE  V
EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 5.01   How Constituted .  The Board of Directors may designate and executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees will consist of two or more directors.  Members of the executive committee and of any such other committees will be designated annually at the annual meeting of the Board of Directors; provided , however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee.  Each member of the executive committee and of any other committee will hold office until his or her resignation or removal in the manner provided in these Bylaws.

Section 5.02   Powers .  During the intervals between meetings of the Board of Directors, the executive committee will have and may exercise all powers of the Board of Directors in the management of the business and affairs of the Corporation, except for such powers as by law may not be delegated by the Board of Directors to an executive committee.

Section 5.03   Proceedings .  The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it will determine from time to time.  It will keep a record of its proceedings and will report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.

Section 5.04   Quorum and Manner of Acting .  At all meetings of the executive committee, and of such other committees as may be determined hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee will be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present will be the act of such committee.  The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, will act only as a committee and the individual members thereof will have no powers as such.

 
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Section 5.05   Resignations .  Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the President, the Secretary, or Assistant Secretary, or to the presiding officer of the committee of which he or she is a member, if any will have been appointed and will be in office.  Unless otherwise specified herein, such resignation will take effect on delivery.

Section 5.06   Removal .  The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.
 
Section 5.07   Vacancies .  If any vacancies will occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members will, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act.  Such vacancy may be filled at any meeting of the Board of Directors.

Section 5.08   Compensation .  The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the Corporation for attendance at each meeting of said committee.

ARTICLE  VI
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS

Section 6.01   Execution of Instruments .  Subject to any limitation contained in the Certificate of Incorporation or these Bylaws, the President or Chief Executive Officer, if any, or any Vice President duly designated by the Board of Directors as a signatory, may, in the name and on behalf of the Corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors.  The Board of Directors may, subject to any limitation contained in the in the Certificate of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name of and on behalf of the Corporation; any such authorization may be general or confined to specific instances.

Section 6.02   Loans .  No loans or advances will be contracted on behalf of the Corporation, no negotiable Paper or other evidence of its obligation under any loan or advance will be issued in its name, and no property of the Corporation will be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Corporation, unless and except as authorized by the Board of Directors.  Any such authorization may be general or confined to specific instances.

Section 6.03   Deposits .  All monies of the Corporation not otherwise employed will be deposited from time to time to its credit in such banks and/or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

Section 6.04   Checks, Drafts, Etc.   All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the Corporation, will be signed by such officer or officers or such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine.  Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories will be in such manner as the Board of Directors from time to time may determine.

 
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Section 6.05   Bond and Debentures .   Every bond or debenture issued by the Corporation will be evidenced by an appropriate instrument, which will be signed by the President, or a Vice President duly authorized to so act by the Board of Directors, and by the Secretary and sealed with the seal of the Corporation.  The seal may be a facsimile, engraved or printed.  Where such bond or debenture is authenticated with the manual signature of an authorized officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation's officers named thereon may be a facsimile.  In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless be adopted by the Corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.
Section 6.06   Sale, Transfer, Etc. of Securities .  Sales transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the Corporation, and the execution and delivery on behalf of the Corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, will be effected by the President, or by any Vice President duly authorized to so act by the Board of Directors, together with the Secretary, or by any other officer or agent thereunto authorized by the Board of Directors.

Section 6.07   Proxies .  Proxies to vote with respect to shares of other Corporations owned by or standing in the name of the Corporation will be executed and delivered on behalf of the Corporation by the President, or any Vice President duly authorized by the Board of Directors, and the Secretary or Assistant Secretary of the Corporation, or by any officer or agent thereunder authorized by the Board of Directors.

ARTICLE  VII
CAPITAL SHARES

Section 7.01   Issuance of Shares .  The issuance or sale by the Corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the Board of Directors, except as otherwise may be provided by law.  Every issuance of shares shall be recorded on the books of the Corporation maintained for such purpose by or on behalf of the Corporation.

Section 7.02   Share Certificates .  Every holder of shares in the Corporation will be entitled to have a certificate, signed by the President or any Vice President and the Secretary or Assistant Secretary, and sealed with the seal (which may be a facsimile, engraved printed) of the Corporation, certifying the number and kind, class or series of shares owned by him or her in the Corporation; provided , however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such President, Vice President, Secretary, or Assistant Secretary may be a facsimile.  In case any officer who will have signed, or whose facsimile signature or signatures will have been used on any such certificate, will cease to be such officer of the Corporation, for any reason, before the delivery of such certificate by the Corporation, such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures will have been used thereon, has not ceased to be such officers.  Certificates representing shares of the Corporation will be in such form as provided by the statutes of the state of incorporation. There will be entered on the share books of the Corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof.  Every certificate exchanged or returned to the Corporation will be marked “ canceled ” with the date of cancellation.

 
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Section 7.03   Payment for Shares .  Shares shall be issued for such consideration (but not less than the par value thereof) as shall be determined from time to time by the Board of Directors.  Treasury shares shall be disposed of for such consideration as may be determined from time to time by the Board. Such consideration shall be paid in such form and in such manner as the directors shall determine.  In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive.  The capital stock issued by the Corporation shall be deemed to be fully paid and non-assessable stock if:

(a)  the entire amount of the consideration has been received by the Corporation in the form of cash, services rendered, personal property, real property, leases of real property or a combination thereof; or

(b)  not less than the amount of the consideration determined to be capital pursuant to statute has been received by the Corporation in such form and the Corporation has received a binding obligation of the subscriber or purchaser to pay the balance of the subscription or purchase price; provided , however, nothing contained herein shall prevent the Board of Directors from issuing partly paid shares pursuant to statute.

Section 7.04   Transfer of Shares .  Upon presentation and surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, payment of all transfer taxes, if any, and the satisfaction of any other requirements of law, including inquiry into and discharge of any adverse claims of which the Corporation has notice, the Corporation or the transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on the books maintained for such purpose by or on behalf of the Corporation.  No transfer of shares shall be effective until it has been entered on such books. The Corporation or a transfer agent of the Corporation may require a signature guaranty or other reasonable evidence that any signature is genuine and effective before making any transfer.  Transfers of uncertificated shares shall be made in accordance with applicable provisions of law.

Section 7.05   Regulations .  Subject to the provisions of this Article VII and of the Certificate of Incorporation, the Board of Directors may make such rules and regulations as they deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the Corporation.

Section 7.06   Maintenance of Stock Ledger at Principal Place of Business .  A share book  (or books where more than one kind, class, or series of stock is outstanding) will be kept at the principal place of business of the Corporation, or at such other place as the Board of Directors will determine, containing the names, alphabetically arranged, of original stockholders of the Corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each.  Such share books will at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 7.07   Transfer Agents and Registrars .  The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the Corporation, and may require all such certificates to bear the signature of either or both.  The Board of Directors may from time to time define the respective duties of such transfer agents and registrars.  No certificate for shares will be valid until countersigned by a transfer agent, if at the date appearing thereon the Corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the Corporation had a registrar for such shares.

 
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Section 7.08   Lost or Destroyed Certificates .  The Corporation may issue a new certificate for shares of the Corporation of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the Corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate.  A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 7.09    No Limitation on Voting Rights; Limitation on Dissenter’s Rights .  To the extent permissible under the applicable law of any jurisdiction to which the Corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of stockholders, the location of offices or facilities, or any other item, the Corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any stockholder to cast one vote for each share of common stock registered in the name of such stockholder on the books of the Corporation, without regard to whether such shares were acquired directly from the Corporation or from any other person and without regard to whether such stockholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the Corporation issued and outstanding or (ii) grants to any stockholder the right to have his or her stock redeemed or purchased by the Corporation or any other stockholder on the acquisition by any person or group of persons of shares of the Corporation.  In particular, to the extent permitted under the laws of the State of Delaware, the Corporation elects not to be governed by any such provision, including the provisions of the Section 203 of the Delaware General Business Law, or any statute of similar effect or tenor.

ARTICLE  VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS

Section 8.01   Definitions .  For purposes of this Article, the following  terms shall have the meanings set forth below:

(a)   Code .  The term “Code” means the Delaware General Corporation Law as it exists on the date of the adoption of this Article and as it may hereafter be amended from time to time, but in the case of any amendment, only to the extent that the amendment permits the Corporation to provide broader indemnification rights than the Delaware General Corporation Law permitted the Corporation to provide at the date of the adoption of this Article and prior to the amendment.

(b)   Corporation .  The term “Corporation” means Canyon Gold Corp., a Delaware corporation, and, in addition to the resulting or surviving Corporation, any domestic or foreign predecessor entity of the Corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(c)   Expenses .  The term “expenses” means the actual and reasonable expenses (including but not limited to expenses of investigation and preparation and fees and disbursements of counsel, accountants or other experts) incurred by a party in connection with a proceeding.

(d)   Liability .  The term “liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or expense incurred with respect to a proceeding.

(e)   Party .  The term “party” means any individual who was, is, or is threatened to be made, a named defendant or respondent in a proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation and any individual who, while a director, officer or employee of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic Corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan. A party shall be considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan.

 
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(f)   Proceeding .  The term “proceeding” means any threatened, pending or completed action, suit or proceeding, or any appeal therein, whether civil, criminal, administrative, arbitrative or investigative (including an action by or in the right of the Corporation), and whether formal or informal.

Section 8.02   Right to Indemnification .  The Corporation shall indemnify any party to a proceeding against liability incurred in, relating to or as a result of the proceeding to the fullest extent permitted by law, including without limitation in circumstances in which, in the absence of this Section 8.02, indemnification would be (a) discretionary under the Code or (b) limited or subject to particular standards of conduct under the Code.

Section 8.03   Advancement of Expenses .  In the event of any proceeding in which a party is involved or which may give rise to a right of indemnification under this Article, following written request to the Corporation by the party, the Corporation shall pay to the party, to the fullest extent permitted by law, including without limitation in circumstances in which, in the absence of this Section 8.03, advancement of expenses would be (a) discretionary under the Code or (b) limited or subject to particular standards of conduct under the Code, amounts to cover expenses incurred by the party in, relating to or as a result of such proceeding in advance of its final disposition.

Section 8.04   Burden of Proof .  If under applicable law the entitlement of a party to be indemnified or advanced expenses hereunder depends upon whether a standard of conduct has been met, the burden of proof of establishing that the party did not act in accordance with such standard shall rest with the Corporation.  A party shall be presumed to have acted in accordance with such standard and to be entitled to indemnification or the advancement of expenses (as the case may be) unless, based upon a preponderance of the evidence, it shall be determined that the party has not met such standard. Such determination and any evaluation as to the reasonableness of amounts claimed by a party shall be made by the Board of Directors of the Corporation or such other body or persons as may be permitted by the Code. Subject to any express limitation of the Code, if so requested by the party, such determination and evaluation as to the reasonableness of the amounts claimed by the party shall be made by independent counsel who is selected by the party and approved by the Corporation (which approval shall not be unreasonably withheld). For purposes of this Article, unless otherwise expressly stated, the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that a party did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

Section 8.05   Notification and Defense of Claim .  Promptly after receipt by a party of notice of the commencement of any proceeding, the party shall, if a claim in respect thereof is to be made against the Corporation under this Article, notify the Corporation in writing of the commencement thereof; provided, however, that delay in so notifying the Corporation shall not constitute a waiver or release by the party of any rights under this Article. With respect to any such proceeding:

(a)  the Corporation shall be entitled to participate therein at its own expense;

(b)  any counsel representing the party to be indemnified in connection with the defense or settlement thereof shall be counsel mutually agreeable to the party and to the Corporation; and

 
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(c)  the Corporation shall have the right, at its option, to assume and control the defense or settlement thereof, with counsel satisfactory to the party.

If the Corporation assumes the defense of the proceeding, the party shall have the right to employ its own counsel, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of such proceeding shall be at the expense of the party unless (i) the employment of such counsel has been specifically authorized by the Corporation, (ii) the party shall have reasonably concluded that there may be a conflict of interest between the Corporation and the party in the conduct of the defense of such proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such proceeding.  Notwithstanding the foregoing, if an insurance carrier has supplied directors' and officers' liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless the party and the Corporation concur in writing that the insurance carrier's doing so is undesirable.  The Corporation shall not be liable under this Article for any amounts paid in settlement of any proceeding effected without its written consent.  The Corporation shall not settle any proceeding in any manner that would impose any penalty or limitation on a party without the party's written consent.  Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or the party.

Section 8.06   Enforcement .  The right to indemnification and advancement of expenses granted by this Article shall be enforceable in any court of competent jurisdiction if the Corporation denies the claim, in whole or in part, or if no disposition of such claim is made within 90 days after the written request for indemnification or advancement of expenses is received.  If successful in whole or in part in such suit, the party's expenses incurred in bringing and prosecuting such claim shall also be paid by the Corporation. Whether or not the party has met any applicable standard of conduct, the court in such suit may order indemnification or the advancement of expenses as the court deems proper (subject to any express limitation of the Code). Further, the Corporation shall indemnify a party from and against any and all expenses and, if requested by the party, shall (within ten business days of such request) advance such expenses to the party, which are incurred by the party in connection with any claim asserted against or suit brought by the party for recovery under any directors' and officers' liability insurance policies maintained by the Corporation, regardless of whether the party is unsuccessful in whole or in part in such claim or suit.

Section 8.07   Proceedings by a Party .  The Corporation shall indemnify or advance expenses to a party in connection with any proceeding (or part thereof) initiated by the party only if such proceeding (or part thereof) was authorized by the Chief Executive Officer or Board of Directors of the Corporation.

Section 8.08   Subrogation .  In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified party, who shall execute all papers and do everything that may be necessary to assure such rights of subrogation to the Corporation.

Section 8.09   Other Payments .  The Corporation shall not be liable under this Article to make any payment in connection with any proceeding against or involving a party to the extent the party actually receives payment (under any insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.  A party shall repay to the Corporation the amount of any payment the Corporation makes to the party under this Article in connection with any proceeding against or involving the party, to the extent the party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of such amounts advanced.

Section 8.10   Insurance .  So long as any party who is or was an officer or director of the Corporation may be subject to any possible proceeding by reason of the fact that he is or was an officer or director of the Corporation (or is or was serving in any one or more of the other capacities covered by this Article during his tenure as officer or director), if the Corporation maintains an insurance policy or policies providing directors' and officers' liability insurance, such officer or director shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage applicable to any then current officer or director of the Corporation, or the Corporation shall purchase and maintain in effect for the benefit of such officer or director one or more valid, binding and enforceable policy or policies of directors' and officers' liability insurance providing, in all respects, coverage at least comparable to that provided to any then current officer or director at the Corporation.

 
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Section 8.11   Other Rights and Remedies .  The rights to indemnification and advancement of expenses provided in this Article shall be in addition to any other rights to which a party may have or hereafter acquire under any law, provision of the Certificate of Incorporation, any other or further provision of these Bylaws, vote of the stockholders or directors, agreement or otherwise. The Corporation shall have the right, but shall not be obligated, to indemnify or advance expenses to any agent of the Corporation not otherwise covered by this Article in accordance with and to the fullest extent permitted by the Code.

Section 8.12   Applicability; Effect .  The rights to indemnification and advancement of expenses provided in this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any party during the period such party serves in any one or more of the capacities covered by this Article, shall continue thereafter so long as the party may be subject to any possible proceeding by reason of the fact that he served in any one or more of the capacities covered by this Article, and shall inure to the benefit of the estate and personal representatives of each such person.  Any repeal or modification of this Article or of any Section or provision hereof shall not affect any rights or obligations then existing.  All rights to indemnification under this Article shall be deemed to be provided by a contract between the Corporation and each party covered hereby.

Section 8.13   Severability .  If any provision of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Article, including without limitation, all portions of any Sections of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable, shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Article, including, without limitation, all portions of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable, shall be construed so as to give effect to the intent of this Article that each party covered hereby is entitled to the fullest protection permitted by law.

ARTICLE  IX
FISCAL YEAR

The fiscal year of the Corporation will be fixed by resolution of the Board of Directors.

ARTICLE  X
DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Certificate of Incorporation and these Bylaws.

ARTICLE  XI
AMENDMENTS

These Bylaws may be altered or repealed at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or Board of Directors if notice of such alteration or repeal be contained in the notice of such special meeting.  These Bylaws will be subject to amendment, alteration, or repeal and new Bylaws may be made, except that:

 
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(a)      No Bylaws adopted or amended by the stockholders will be altered or repealed by the Board of Directors.

(b)      No Bylaws will be adopted by the Board of Directors which will require more than a majority of the voting shares for a quorum at a meeting of stockholders, or more than a majority of the votes cast to constitute action, by the stockholders, except where higher percentages are required by law; provided , however, that (i) if any Bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there will be set forth in the notice of the next meeting of stockholders for the election of directors, the Bylaws so adopted, amended or   repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI will be made except by the stockholders.


 
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CERTIFICATE OF SECRETARY

The undersigned does hereby certify that he or she is the Secretary of Canyon Gold Corp,  a corporation duly organized and existing under and by virtue of the laws of the State of Delaware; that the above and foregoing Bylaws of said Corporation were duly and regularly adopted as such by the Board of Directors of the Corporation at a meeting of the Board of Directors, which was duly regularly held on the 31 st   day of October 2011, and that the above and foregoing Bylaws are now in   full force and effect.

DATED THIS 31 ST DAY OF OCTOBER.



 
/S/ DELBERT G. BLEWETT
 
Delbert G. Blewett , Secretary
 
 
 
 
 
 
- 19 -
Leonard  E. Neilson
A  PROFESSIONAL  CORPORATION
 
 
  LEONARD  E.  NEILSON           8160  South  Highland  Drive,  Suite 104
  Attorney  at  Law        Sandy,  Utah  84093
     
 Telephone:  (801)  733-0800
        Fax:  (801)  733-0808
      E-mail:  LNeilsonLaw@aol.com
       
 


November 10, 2011



Canyon Gold Corp.
7819 Marchwood Place
Vancouver, B.C., Canada V5S 4A6

Re:
Canyon Gold Corp.
Registration Statement on Form S-1

Ladies and Gentlemen:

I have acted as special counsel to Canyon Gold Corp. , a Delaware corporation (the " Corporation "), in connection with its registration statement on Form S-1 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”).  The registration statement relates to the registration of 3,380,000 shares of the Corporation’s common stock, par value $0.0001 per share  (the “ Common Stock ”), to be offered for resale by the selling securityholders identified in the registration statement.

This letter is being furnished at your request and in accordance with Item 601(b)(5) of Regulation S-K, promulgated under the Securities Act, for filing as Exhibit 5.1 to the above referenced registration statement.

In connection with the registration statement and, for the purpose of rendering this opinion, I have examined the Corporation’s Articles of Incorporation, Bylaws and pertinent minutes and resolutions of the Corporation’s Board of Directors.  I have also examined such other documents, certificates, instruments and corporate records and such statutes, decisions and questions of law as I have deemed necessary or appropriate for the purpose of this opinion.

I have been furnished with originals or copies of such corporate or other records of the Corporation.  In addition, I have made such other legal and factual examinations and inquiries as I have considered necessary as a basis for the opinion expressed herein.  In my examination of the Corporation’s corporate records, I have presumed, without independent investigation, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies thereof, the genuineness of all signatures and the veracity, accuracy and completeness of all records made available to me by the Corporation.

As to the question of facts material to this opinion letter, I have relied upon the representations and warranties, certificates of and conversations and correspondences with representatives of the Corporation.

My opinion is expressly limited to those matters set forth herein and I make no opinion, expressed or implied, as to any other matters relating to the Corporation or its securities.




Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock being offered and sold pursuant to the registration statement are duly authorized, legally and validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the registration statement and to the reference to my name in the Prospectus constituting a part thereof under the caption “Legal Matters.”  In giving this consent, I do not admit that I am within the category of persons whose consent is required under the Securities Act, including Section 7 thereof, or rules and regulations promulgated thereunder.

This opinion is furnished to you in connection with the filing of the registration statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
 
 
     Yours truly,  
       
      /s/ Leonard E. Neilson  
       
     Leonard E. Neilson  
 

                                                                                              
DEFINITE AGREEMENT


This agreement dated March 12 th 2011 by and between:

Development Resources LLC (DRLLC)
125 E. Main St. #307, American Fork, Utah 84003

and

FERGUSON HOLDINGS LTD. (“FERGUSON”)
341 West 3 rd Street, #309, North Vancouver BC, Canada V7M 1G3


also known as (“the parties”)

WHEREAS:

A)  
DRLLC has located and controls a 100% interest in approximately 640 acres of prime mineral lease properties and approximately 30 BLM mineral lease claims (collectively the “Asset”), all located in the west section of the new Long Canyon Gold Trend area of Nevada, for the purpose of exploration for gold and silver mineralization deposits. These properties are strategically located next to major exploration projects by other mining companies in this area called the ‘Long Canyon Gold Trend’ of east central Nevada; and all claims located in:

Range 64E., Township 33N., Meridian MDB&M
 
These Properties are free and clear of any encumbrances.

B)  
FERGUSON is entering into an Agreement (the “Agreement”) with August Energy Corp.(“August”), a Delaware corporation publicly traded on the OTC Pinksheet Market; and

C)  
FERGUSON will assign this Agreement or part thereof to August; and

D)  
FERGUSON desires to acquire the Asset from DRLLC and DRLLC desires to sell the Asset to FERGUSON in exchange for USD $30,000 cash and 500,000 Convertible Preferred Series “B” shares of the capital stock of August
(the ”Preferred Shares”); and

E)  
The Preferred Shares Series “B” are convertible to Common shares of August on a One Preferred Share for Ten Common Shares (1:10) basis, provided however that they are convertible only on/or after twelve (12) months from First Day of Trading on the OTC-QB unless otherwise agreed upon by both parties to this agreement in writing.

 
 
 

IT IS HEREBY AGREED THAT:

a)  
FERGUSON will pay to DRLLC a total of $30,000 USD cash (the “Purchase Price”) within15 days of FERGUSON executing the Exchange Agreement with August. DRLLC will use these funds to complete the ‘full staking’ and acquisition of the Asset in the name of DRLLC with a legal stamped certification number from the Elko, Nevada County Recorder’s office which provides legal ownership standing in the State of Nevada for a 90 day period from the date of such staking notice to the County on each mineral lease claim.

b)  
 DRLLC agrees to sell, assign, transfer and convey by this agreement to FERGUSON 100% interest in the Asset subject to DRLLC holding a 3% NSR (Net Smelter Royalty) on these claims at all times.

c)  
FERGUSON will be required to pay for the BLM/State of Nevada registration fees to properly hold and control the Asset by a payment of $189 per claim to the BLM and $70 per claim to the State no later than June 10 th 2011 which is the required 90 day due date from the date the claims were staked and filed with the Elko County Recorder’s office to keep these claims in good standing with both agencies. If these payments are not made, interest in the property reverts back to the BLM. FERGUSON can pay these fees anytime to DRLLC.

d)  
DRLLC will make these filings and payments for Fess as given in c) in the event FERGUSON provides   these necessary funds no later than June 5 th 2011 so DRLLC has time to express mail a check to the BLM and the State to keep these claims in good standing for FERGUSON.

e)  
FERGUSON will perform an exploration program on the Asset during 2011.

f)  
The exploration program will require working capital of $50,000 on or before June 1, 2011 and $50,000 on or before September 1 st 2011 (but these dates can be extended if necessary). DRLLC shall provide a proper, detailed cost analyses for the exploration programs.

g)  
DRLLC can provide exceptional geologists and team living in the area which can perform all of the exploration required professionally including providing a qualified 43-101 report and has a reputable standing assay account with Chemex ASL labs in Elko, Nevada.

h)  
FERGUSON shall, through the services of DRLLC, requisition an initial Geological Report to be completed as soon as possible after the execution of this agreement. FERGUSON shall pay to DRLLC the total costs being $ 10,000 and DRLLC shall contract with an independent Professional Geologist to provide this Report.

Page 2 of 5

 
 
 


i)  
All reports and date collected in the exploration shall be delivered on a timely basis to FERGUSON and/or AUGUST ENERGY INC. at the direction of the President of AUGUST.

j)  
The above Geological Report shall be made in for the entire section.

k)  
In the event the Exploration Report defines acceptable potential drill targets on the Asset, then the parties shall mutually determine if additional capital should be spent on a second, more detailed exploration analysis to confirm these potential drill targets. The parties will also mutually determine the capital to be spent on a drill program to drill the first drill targets to determine the mineralization for gold and silver values on these properties. This drill program commitment could begin as early fall 2011.

l)  
FERGUSON will be responsible for all of the cost required to keep the 30 mineral lease claims in good standing with all agencies. These costs are estimated to be about  $189 per claim due to the BLM on or before September 1 st 2011 for the year September 1 st 2011 to September 1 st 2012 and the State of Nevada fees of approximately $70 per claim due as of November 1 st 2011 to November 1 st 2012 and each succeeding year thereafter on the same schedule.

m)  
The parties agree that FERGUSON shall be the controlling operator for all exploration work to be contracted for on the properties at all times. It is further agreed that FERGUSON will exclusively contract with DRLLC for all such exploration on the Asset at all times. DRLLC will supply to FERGUSON all data for such exploration on a reasonable timetable for such reports, provided however that DRLLC shall meet the Industry Standards as to work and costs estimates.

n)  
 DRLLC shall provide FERGUSON an expenditure budget on a timely basis for the expected costs to maintain these claims in good standing with all agencies and all costs relating to the exploration program on these claims to define potential mineralized zones as drill targets to define potential ore bodies.

o)  
FERGUSON’s interest in the Asset can be sold, assigned, transferred or conveyed in whole or in part to any third party providing the terms of this agreement are met. Each party must be informed as to all of the details for such a transfer and agree in writing to such a transfer to any third party for the transfer of any interest in these properties.

p)  
In the event the property values from exploration work define a potential mineable ore body which will require a major ‘feasibility study’ including environmental studies, it shall be the responsibility of FERGUSON to pay for all of the costs of such studies to perfect this ‘feasibility study’ to define a mining plan.
Page 3 of 5

 
 
 

           DRLLC shall have full access to all data and information supplied by such ‘feasibility study’ at all times.

q)  
In the event FERGUSON desires to sell its held interest in the Asset, DRLLC shall have ‘first right of refusal’ to acquire this interest on terms and conditions agreeable between the parties prior to the interest being offered to third parties.

r)  
The parties agree to work together for the exploration and development of these mineral lease claims for the benefit of all parties.

s)  
The parties shall advise each other, in advance, of any public statement, which is proposed to be made in respect to any transaction, provided that no party shall be prevented from making any disclosure statement, which is required to be made by any regulatory policy. If upon the execution of this Agreement any party is required or wishes to issue a press release, each of the parties shall have the ability to review, comment and   approve upon the content of such press release prior to issuance.

t)  
This Agreement shall terminate at 12:01 pm on the 14 th (fourteenth) business day following any non payment by FERGUSON to DRLLC   in the event the cash payments on the schedule listed in paragraph c) of this agreement are not met, and/or the delivery of the stock required is not delivered on a timely basis or any alternative payment acceptable to DRLLC has not been agreed to and paid to DRLLC by FERGUSON.

u)  
In the event that FERGUSON allows the payments to lapse, or DRLLC is given notice by FERGUSON, and FERGUSON determines to terminate this agreement, FERGUSON shall give DRLLC a 30 day written notice prior to the expected termination date for the benefit of DRLLC to maintain the Asset. In any event of a termination, DRLLC shall keep the 500,000 shares issued from August and all cash payments to the date of such termination,   provided however if the properties are considered not viable to be put into production, based on a professional report, the above shares shall be cancelled and returned to treasury.

v)  
Each party shall bear its own legal costs and expenses with respect to this transaction.

w)  
From the date hereof until the date of termination, the parties shall carry on their respective businesses in the ordinary course and will not, without the prior written consent of the each other enter into any material contracts or obligations not in the ordinary course of business regards to these claims.

x)  
For purposes of any and all legal disputes or arbitration in regards to any disputes the state of jurisdiction shall be Nevada.

Page 4 of 5

 
 
 

All rights and obligations of the parties hereto will be binding upon and enure to e benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

y)  
This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written, among parties.

z)  
This  Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written, among parties.

aa)  
This Agreement may be validly executed by email or by facsimile and in counterpart.


IN WITNESS THEREOF each of the Parties have executed this Agreement effective the date first above written.


Signed,

corpir@otcsbrx.com    
  Development Resources LLC    FERGUSON Holdings LLC    
  Lee Eastman/ Manager                                                        Harold Schneider, President                                            
  Gle913@msn.com                                                                  fergusonhl@shaw.ca    
 760-527-6291                                                                     250 258-7481    
 
 
 
 
 













Page 5 of 5
 
 
 
DEFINITE AGREEMENT




This agreement dated March 19 th , 2011 by and between:

FERGUSON HOLDINGS LTD.
341 West 3 rd St, #309, North Vancouver BC, Canada V7M 1G3
(hereinafter referred to as “FEHLDS”)

and

AUGUST ENERGY CORP.
7810 Marchwood Place, Vancouver BC, Canada, V5S 4A6
(hereinafter referred to as “AENC”)


WARRANTIES:

      FEHLDS herewith warrants:

A)  
that it is private company duly incorporated in the Province of British Columbia, Canada and is in Good Standing.

B)  
that it owns and controls   a 100% interest in approximately 320 acres of prime mineral lease properties and approximately 15 BLM mineral lease claims (collectively the “Asset”), all located in the west section of the new Long Canyon Gold Trend area of Nevada, for the purpose of exploration for gold and silver mineralization deposits. These properties are strategically located next to major exploration projects by other mining companies in this area called the ‘Long Canyon Gold Trend’ of east central Nevada, the claims located in:
                Range 64 E., Township 33N., Meridian MDB&M; and

C)  
that the claims given in A) above are free and clear of encumbrances; and

D)   
that it has the authority and right sell and transfer the claims to AENC; and

E)  
that FEHLDS herewith agrees to indemnify and hold the AENC harmless from and against any loss, claims, damages and other expenses that they may suffer in connection with a breach by FEHLDS of any representation, warranty, covenant or agreement contained herein.




 
 
 

AENC herewith warrants:

F)  
that it is a company duly incorporated in the State of Delaware and is in Good Standing; and
G)  
that its common stock trades on the OTC Market with quotation on the OTC Pinksheets and is at present quoted on the OTC Website as “No Information”; and

H)   
that it has the authority and right to enter and execute this Agreement; and

I)  
that AENC herewith agrees to indemnify and hold the AENC harmless from and against any loss, claims, damages and other expenses that they may suffer in connection with a breach by AENC of any representation, warranty, covenant or agreement contained herein.


WHEREAS AENC desires to acquire and FEHLDS desires to sell 15 of the Claims given in A) above on the terms and conditions hereinafter set forth.

NOW THEREFORE , in consideration of the mutual covenants and promises of the parties hereto FEHLDS and AENC agree as follows:

1.  
AENC agrees to purchase and FEHLDS agrees to sell Fifteen (15) of the Claims given in paragraph B) above.

2.  
AENC shall pay the following remuneration for the acquisition of the 15 Claims:

a.  
AENC shall issue a total of 600,000 Convertible Preferred Shares, restricted from conversion for a period of twelve months from date of issuance.
i.  
The shares shall be of Series A) with 100 Votes per share with no limitation or restrictions what so ever.
ii.  
The shares shall be convertible at a rate of One (1) Preferred Share to Ten (10) Common Voting Shares of AENC.
iii.  
The shares shall be issued pursuant to the instructions of FEHLDS.

b.  
AENC shall pay for the BLM/State of Nevada registration fees to properly hold and control the Asset, the costs for full staking and a preliminary geological report in the amount of $ 47,770.00 US.

c.  
AENC shall adhere to and accept the Definitive Agreement executed between DRLLC and FERGUSON attached herewith, unless otherwise agree upon in writing between AENC and FERGUSON and DRLLC.


3.  
AENC shall undertake at best effort to restructure the company as follows:

a.  
Change the Name of the company to: CANYON GOLD CORP.

 
 
 

Increase its Authorized Capital to 200,000,000 Common Shares

b.  
Authorized to designate its Preferred Shares in various Series with rights and preference as decided by the board of directors of the AENC.

c.  
Cause a reverse split of its common outstanding shares whereby each Five Hundred Shares of the Corporation’s common stock, issued and outstanding immediately prior to the Effective Time shall be combined into One (1) validly issued, fully paid and non-assessable share of common stock.

d.  
File Form S1 or Form 10 as recommended by its legal counsel for full reporting status and trading and quotation of its common stock on the OTC-QB Market or equivalent trading medium in a timely fashion .

4.  
Both, AENC and FEHLDS shall do and execute all such acts and provide all such documents as are deemed necessary under the laws of the State of Delaware and as required under the Rules and Regulations of the US SEC to fully execute this agreement.

5.  
The Closing date shall be on March 30, 2011.

6.  
If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be continued and enforced as if such illegal, invalid or unenforceable provision were never a part hereof and in lieu of such provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible to make such provision legal, valid and enforceable.

7.  
This agreement is being executed without the benefit of legal counsel, provided however, the parties to this agreement may at their cost submit this agreement to legal counsel for revision to give it proper and legal effect, provided however, the content and spirit of the agreement shall be not be changed and provided that such revision shall be done on or before 60 days from date of this agreement.

8.  
Each party to this Agreement agrees to do all such other actions and execute such other documents deemed necessary to give full effect to this agreement.

9.  
This Agreement shall enure to the benefit and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, associates and assigns.

10.  
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware

11.  
with place of Jurisdiction being Salt Lake, Delaware.


 
 
 

The parties hereto agree that the Agreement and its terms and conditions are to be kept confidential and not publicly disclosed until the Closing Date, except as may be otherwise required by applicable law or agreed upon by the parties.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.


FERGUSON HOLDINGS LTD.


/S/  Harold Schneider
Harold Schneider, President


AUGUST ENERGY CORP.

/S/ Delbert G. Blewett
Delbert G. Blewett, President & CEO









 
Exhibit 21.1

SUBSIDIARIES OF CANYON GOLD CORP.


 
Name of Subsidiary
Jurisdiction of Organization

Long Canyon Gold Resources Corp.                                                                                   Nevada
(Wholly owned subsidiary of
Canyon Gold Resources Corp.)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Form S-1 Registration Statement of Canyon Gold Corporation (an exploration stage company) of our report dated July 18, 2011, which includes an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern, related to our audit of the financial statements of Long Canyon Gold Resources Corp. (an exploration stage company) as of April 30, 2011, December 31, 2010 and 2009 and for the four months ended April 30, 2011 and the years ended December 31, 2010 and 2009, and to the reference to our firm under the caption “Experts” and all other references to our firm included in this Form S-1 Registration Statement.


/s/ HJ & Associates, LLC
 
HJ & Associates, LLC
Salt Lake City, Utah
November 10, 2011