Forward Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes", "project", "expects", "anticipates", "estimates", "intends", "strategy", "plan", "may", "will", "would", "will be", "will continue", "will likely result", and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

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

(a) Corporate History and Background.

We were incorporated in the State of Nevada on July 10, 2009. Prior to the Stock Purchase transaction described below in this Item 2, our business purpose was to seek the acquisition of or merger with, an existing private company.

Accordingly, we were engaged in organizational efforts in order to put us in a position where we could seek to target and eventually acquire an existing private company.

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

Immediately after the closing of the Stock Purchase, on June 4, 2010, we entered into a license agreement (the "Cormier License") with R&B Cormier Enterprises Inc. ("Cormier Enterprises"), an Ontario corporation and a license agreement (the "GSN License") with GSN Dreamworks, Inc., an Ontario corporation ("GSN").

The Cormier License and GSN License (collectively, the "License Agreements") granted the Company licensed intellectual property and technology to conduct airborne and other surveys of forested lands in areas that are difficult to access. Those surveys would have been conducted in a statistically verifiable process designed for use in carbon trading programs to assess the potential value of the surveyed lands as carbon sequestration land parcels in carbon trading, carbon sequestration, and other greenhouse gas emission control, offset and reduction programs.

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






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




(b)    Current Business of Issuer, Acquisitions of Current Mineral Property
       Holdings, and Recent Material Transactions.

Upon termination of the aforementioned License and Consulting Agreements, the Company abandoned the carbon measuring business and became a mineral exploration company located in Oakville, Ontario through the acquisition of a mineral rights lease, as described in further detail below. The Company's principal business activity now is the exploration of mineral property interests. The Company is considered to be in the exploration stage and substantially all of the Company's efforts are devoted to exploring mineral property interests. There has been no determination whether the Company's interests in unproven mineral properties contain mineral reserves which are economically recoverable. In the fourth quarter of 2020, the Company moved its head office to 1033 Pattullo Avenue, Unit 20, Woodstock, Ontario, Canada N4V 1C8.

Liquidity and Capital Resources

We are an exploration stage company focused on developing our business in the mineral exploration sector. Our principal business objective for the next twelve (12) months will be to continue to develop our business plan in this sector.

As of March 31, 2022, we had cash of $3,084 and current liabilities of $1,503,527. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2022. There is no assurance that we will be able to achieve revenues sufficient to become profitable.

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

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

Net cash used in operating activities. During the three-month period ended March 31, 2022, net cash used in operating activities was $32,410 compared with $17,349 for the three-month period ended March 31, 2021. The cash flow used in operating activities in the three-month period ended March 31, 2022 and 2021 was primarily the result of professional fees.

Net cash used in investing activities. During the three-month period ended March 31, 2022, net cash used in investing activities was $Nil and was $Nil for the three-month period ended March 31, 2021.

Net cash provided by financing activities. During the three-month period ended March 31, 2022, net cash provided by financing activities was $41,500 compared with $30,000 provided by financing activities for the three-month ended period March 31, 2021. The cash flow provided by financing activities in the three-month period ended March 31, 2022 and 2021 was primarily the result of advances from shareholders.




Results of Operations

Comparison of three-month period ended March 31, 2022, to three month period ended March 31, 2021

We did not earn any revenues during the three-month periods ended March 31, 2022, and March 31, 2021. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.






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Consulting Fees. Consulting fees for the three-month period ended March 31, 2022 decreased to $7,500 from $55,000 for the three month period ended March 31, 2021. The consulting fees are attributable to the services payable in common stock of the Company to the Chief Executive Officer and to the Chief Financial Officer as fair value is determined by its recent trading price.

Exploration Expenses. Exploration expenses increased to $11,123 for the three-month period ended March 31, 2022 from $Nil for the three-month period ended March 31, 2021. The increase in exploration expenses was for geological consulting to maintain the mineral leases.

General and Administrative Expenses. General and administrative expenses increased to $81,487 for the three-month period ended March 31, 2022 from $53,653 for the three-month period ended March 31, 2021. The increase in general and administrative expenses was primarily related to marketing contracts started in the first quarter of 2021.

Professional Fees. Professional fees decreased to $1,279 for the three-month period ended March 31, 2022 from $9,713 for the three-month period ended March 31, 2021. The prior year professional fees were primarily due to costs associated with filing the annual 10-K with the Securities and Exchange Commission.

Net loss. For the three-month ended period March 31, 2022, we incurred a net loss of $110,168 as compared to a net loss of $124,081 for the three month period ended March 31, 2021. The increase in net loss was primarily a result of costs described above.

Off-Balance Sheet Arrangements

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




Inflation

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

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