Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | FIRST COLOMBIA GOLD CORP. | |
Entity Central Index Key | 1,045,929 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Amendment Flag | true | |
Amendment description | The registrant hereby amends this registration statement file without xbrl documents on date as may be necessary to file with xbrl documents now First Colombia Gold Corp. Filing with xbrl financial documents its effective date until the registrant shall file. | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,647,819,214 | |
Public Float | $ 0 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,014 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $ 33,833 | $ 0 |
Prepaid expenses | 0 | 1,145 |
Other receivable | 0 | 16,500 |
Total current assets | $ 33,833 | $ 17,645 |
Mineral property interests | ||
Property and Equipment Net of Depreciation | $ 493,901 | $ 4,113 |
Total Assets | 527,734 | 21,758 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 289,438 | 230,855 |
Accounts payable, related parties | 29,550 | 38,346 |
Convertible notes payable, net of discounts of $1,038,502and $38,697 | 473,148 | 39,798 |
Derivative liabilities | 544,392 | 671,998 |
Total Current Liabilities | 1,336,528 | 980,997 |
Notes Payable Current | 264,100 | 241,100 |
Asset Retirement Obligation | 125,221 | 0 |
Notes Payable Net | 389,321 | 241,100 |
Total Liabilities | $ 1,725,849 | $ 1,222,097 |
Stockholders' Deficit | ||
Preferred Stock Blank Check Preferred Stock, authorized 116,818,182 shares, 0 issued and outstanding | ||
Common Stock Par value $.00001, authorized 850,000,000, and 398,707,651 and 1,158,028 shares issued and outstanding at December 31, 2014 and 2013, respectively | $ 3,987 | $ 12 |
Additional paid-in capital | 73,775,496 | 18,964,769 |
Deficit accumulated during the exploration stage | (75,024,417) | (20,212,689) |
Total Stockholders' Deficit | 1,198,115 | (1,200,339) |
Total liabilities and stockholders' equity deficit | $ 727,734 | 21,758 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, par value $.001, authorized 50,000,000, 46,818,000 and 47,568,500 shares issued and outstanding, respectively Series B Convertible Preferred Stock, par value $0, authorized 33,181,818, 0 issued and outstanding | $ 47,569 | |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, par value $.001, authorized 50,000,000, 46,818,000 and 47,568,500 shares issued and outstanding, respectively Series B Convertible Preferred Stock, par value $0, authorized 33,181,818, 0 issued and outstanding | ||
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, par value $.001, authorized 50,000,000, 46,818,000 and 47,568,500 shares issued and outstanding, respectively Series B Convertible Preferred Stock, par value $0, authorized 33,181,818, 0 issued and outstanding | $ 46,819 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Liabilities | ||
Discount on convertible notes payable | $ 1,038,502 | $ 38,697 |
Stockholders' Deficit | ||
Preferred Stock Par Value | $ 0 | $ 0 |
Preferred Stock Shares Authorized | 116,818,182 | 116,818,182 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
convertible preferred stock par Value | $ 0.00001 | |
convertible preferred stock Shares Authorized | 50,000,000 | |
Common Stock Shares Authorized | 850,000,000 | |
Common Stock Shares Issued | 398,707,651 | |
Common Stock Shares Outstanding | 1,158,028 | |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
convertible preferred stock par Value | $ 0.001 | |
convertible preferred stock Shares Authorized | 50,000,000 | |
convertible preferred stock Shares Issued | 47,568,500 | |
convertible preferred stock Shares Outstanding | 47,568,500 | |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
convertible preferred stock par Value | $ 0.001 | $ 0.001 |
convertible preferred stock Shares Authorized | 33,181,818 | 33,181,818 |
convertible preferred stock Shares Issued | 0 | 0 |
convertible preferred stock Shares Outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
convertible preferred stock par Value | $ 0.001 | |
convertible preferred stock Shares Authorized | 50,000,000 | |
convertible preferred stock Shares Issued | 46,818,000 | |
convertible preferred stock Shares Outstanding | 46,818,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Consolidated Statements Of Operations | ||
Revenues | $ 22,726 | $ 0 |
Expenses | ||
Depreciation | 32,212 | 1,761 |
General and administrative | 55,598,968 | 183,299 |
Impairment loss on mineral properties | 36,650 | |
Mineral property exploration expenditures | 433,229 | 51,600 |
Total Operating Expense | 56,064,409 | 273,310 |
Loss from operations | (56,064,409) | (273,310) |
Other Income | ||
Gain on extinguishment of debt | $ 17,253 | $ 50,730 |
Gain on sale of oil and gas property | ||
Interest income | ||
Recovery of expenses | ||
Interest expense | $ (1,795,289) | $ (456,156) |
Gain(Loss) on derivative liabilities | $ 3,503,865 | $ (446,183) |
Write-down of incorporation cost | ||
Write-down of assets | ||
Total Other Items | $ 1,252,681 | $ (851,609) |
Net loss before income taxes | $ (54,811,728) | $ (1,124,919) |
Future income tax recovery | ||
Net loss from continuing operations | $ (54,811,728) | $ (1,124,919) |
Discontinued operations of Beardmore Holdings, Inc. | ||
Net loss | $ (54,811,728) | $ (1,124,919) |
Loss per common share - basic and diluted Continuing operations | $ 0 | $ 0 |
Weighted average shares outstanding of common - basic and diluted | 175,176,735 | 539,393 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows Used in Operating Activities: | ||
Net Income (Loss) | $ (54,811,728) | $ (1,124,919) |
Adjustments: | ||
Depreciation | 32,212 | 1,761 |
Debt discount amortization and origination interest | 444,387 | 444,387 |
Loss on derivative liabilities | (127,606) | $ 446,183 |
Stock issued as compensation | $ 53,997,637 | |
Gain on extinguishment of debt | $ (50,730) | |
Future income tax recovery | ||
Accured interest | ||
Gain on sale of oil and gas property | ||
Mineral property acquisition | ||
Stock-based compensation (recovery) | ||
Write-down and impairment loss on mineral properties | $ 36,650 | |
Impairment loss on mineral properties | ||
Changes in operating assets and liabilities | ||
Other Receivable & Prepaid Expenses | $ 16,500 | $ 9,855 |
Asset retirement obligation | 125,221 | 0 |
Increase (decrease) in accounts payable and accrued liabilities | 49,786 | 134,968 |
Net Cash used in Continuing Operating Activities | $ (717,978) | $ (101,845) |
Net cash used in discontinued operations | ||
Net Cash used in Operating Activities | $ (101,845) | $ (101,845) |
Net Cash Used In Investing Activities | ||
Advances to related parties | $ 1,145 | 0 |
Purchase of mineral property interests | $ (4,150) | |
Proceeds from sale of oil and gas property | ||
Oil and gas property acquisitions | ||
Oil and gas exploration | ||
Purchase of equipment | ||
Website development costs | ||
Net Cash Provided by (Used In) Investing Activities | $ 1,145 | $ (4,150) |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable | 1,635,650 | $ 105,995 |
Payments of notes payable | $ (1,097,603) | |
Warrants exercised | ||
Proceeds from common stock, net of share issue costs | $ 213,354 | |
Net Cash Provided by Financing Activities | $ 751,401 | $ 105,995 |
Net cash used in discontinued operations | ||
Net (Decrease) in Cash | $ 34,568 | |
Cash at Beginning of Period | 0 | |
Cash at End of Period | 33,833 | $ 0 |
Supplemental disclosure of cash flow information: | ||
Stock issued for acquisition | 522,000 | $ 0 |
Preferred shares exchanged for common stock | 15 | |
Common shares issued upon conversion of promissory notes | 51,651 | $ 141,030 |
Notes payable issued for settlement of accounts payable | $ 21,250 | 241,200 |
Preferred shares issued for settlement of accounts payable | $ 104,651 |
Shareholders Equity
Shareholders Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Deferred stock-based | Share subscriptions received in advance | Accumulated Deficit | Noncontrolling Interest | Total |
Balance Share at Dec. 31, 2012 | 167,373 | 18,555,644 | (19,087,770) | (532,124) | ||||
Balance Amount at Dec. 31, 2012 | $ 2 | |||||||
Preferred stock issued for accounts payable Amount | $ 47,569 | |||||||
Preferred stock issued for accounts payable Share | 47,568,500 | 57,082 | 104,651 | |||||
Common stock issued upon conversion of debt Share | 990,656 | |||||||
Common stock issued upon conversion of debt Amount | $ 10 | $ 141,020 | $ 141,030 | |||||
Exitnguishment of derivative liabilities upon conversion of debt | 211,023 | 211,023 | ||||||
Common stock issued for acquisition Amount | 0 | |||||||
Balance Share at Dec. 31, 2013 | 47,568,500 | 1,158,028 | ||||||
Balance Amount at Dec. 31, 2013 | $ 47,569 | $ 12 | $ 18,964,769 | $ (20,212,689) | $ (1,200,339) | |||
Common stock issued as compensation Share | 374,000,000 | 53,993,897 | 53,997,639 | |||||
Common stock issued as compensation Amount | $ 3,740 | |||||||
Common stock exchanges for accounts payable Share | 458,333 | 21,245 | 21,250 | |||||
Common stock exchanges for accounts payable Amount | $ 5 | |||||||
Common stock issued fir conversion of notes Share | 9,591,290 | 50,820 | 50,916 | |||||
Common stock issued fir conversion of notes Amount | $ 96 | |||||||
Common stock issued for acquisition Share | 2,000,000 | |||||||
Common stock issued for acquisition Amount | $ 20 | $ 521,980 | $ 522,000 | |||||
Stock issued for PPM Share | 10,000,000 | |||||||
Stock issued for PPM Amount | $ 100 | 222,050 | 222,150 | |||||
Preferred shares exchanged for common stock Share | (750,000) | 1,500,000 | ||||||
Preferred shares exchanged for common stock Amount | $ (750) | $ 15 | 735 | 0 | ||||
Net Loss | (54,811,728) | (54,811,728) | ||||||
Balance Share at Dec. 31, 2014 | 46,818,500 | 398,707,651 | ||||||
Balance Amount at Dec. 31, 2014 | $ 46,819 | $ 3,987 | $ 73,775,496 | $ (75,024,417) | $ 1,198,115 |
Nature, Basis of Presentation a
Nature, Basis of Presentation and Continuance of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Nature, Basis of Presentation and Continuance of Operations | 1. Nature, Basis of Presentation and Continuance of Operations First Colombia Gold Corp. (the Company) was incorporated under the laws of the State of Nevada, U.S.A. under the name Gondwana Energy, Ltd. on 5 September 1997. On 23 January 2007, the Company changed its name to Finmetal Mining Ltd.. On 27 November 2006, the Company completed the acquisition of 100% of the shares of Finmetal Mining OY (Finmetal OY), a company incorporated under the laws of Finland. During the fiscal year ended 31 December 2006, the Company changed its operational focus from development of oil and gas properties, to acquisition of, exploration for and development of mineral properties in Finland. On 22 May 2008, the Company changed its name to Amazon Goldsands Ltd. and on 18 September 2008, the Company entered into a Mineral Rights Option Agreement and concurrently re-focused on the acquisition of, exploration for and development of mineral properties located in Peru. On 29 November 2010, the Company changed its name to First Colombia Gold Corp.. The Company changed its name pursuant to a parent/subsidiary merger between the Company (as Amazon Goldsands Ltd.) and its wholly-owned non-operating subsidiary, First Colombia Gold Corp., which was established for the purpose of giving effect to this name change. In 2011 the Company expanded geographic focus to include North America, acquiring two mineral property interests while terminating its agreements related to the mineral property located in Peru in September 2011. The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the Codification or ASC) 915-10, Development Stage Entities The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Companys continued existence are dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Companys ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values. Although the Company has taken steps to verify the title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Companys title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Companys fiscal year end is 31 December. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Significant Accounting Policies | 2. Significant Accounting Policies The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006 and the results of Beardmore Holdings, Inc. (Beardmore), a company incorporated under the laws of Panama, to the date of disposal on 21 September 2011. All inter-company balances and transactions have been eliminated in these consolidated financial statements. Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 31 December 2014 and 2013, the Company had $33,833 and $0 cash and cash equivalents. Property and equipment Furniture, computer equipment, and office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows: Furniture, computer and office equipment Five years Computer software Three Years The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company. Mineral property costs Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve. Mineral property exploration costs are expensed as incurred. Estimated future removal and site restoration costs, when determinable, are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Environmental costs Environmental expenditures that are related to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to a plan of action based on the then known facts. Stock-based compensation Effective 1 January 2006, the Company adopted the provisions of ASC 718, Compensation Stock Compensation Basic and diluted loss per share The Company computes net loss per share in accordance with ASC 260, Earnings per Share Financial instruments The carrying value of amounts receivable, bank indebtedness, accounts payable and convertible promissory notes approximates their fair value because of the short maturity of these instruments. The Companys financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes Long-lived assets impairment Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets Asset retirement obligations The Company has adopted ASC 410, Assets Retirement and Environmental Obligations Convertible debt The Company has adopted ASC 470-20, Debt with Conversion and Other Options As of January 1, 2013, it was determined that the conversion features in the convertible debt were derivative liabilities. Accordingly, we have separately measured and accounted for these derivative liabilities, in accordance with ASC 815-15. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates. Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has consistently incurred operating losses, and as of December 31, 2014 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Companys ability to continue as a going concern. Management believes that the Companys capital requirements will depend on many factors including the success of the Companys development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Mineral Property Interests
Mineral Property Interests | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Mineral Property Interests | 3. Mineral Property Interests Boulder Hill Claims On 16 December 2011, the Company entered into a Purchase and Sale Agreement (the BHM Purchase) with Boulder Hill Mines, Inc., an Idaho corporation (Boulder Hill), to purchase from Boulder Hill three unpatented mining claims situated in Lincoln County, Montana (the Boulder Hill Claims) by making the following considerations to Boulder Hill: · Issue 500,000 restricted shares of the Companys common stock by 21 December 2011 (issued on 16 December 2011 and valued at $15,000); · Pay $25,000 in cash by 5 May 2013 (unpaid); and · Pay $25,000 in cash by 16 December 2013. On 15 January 2013, the Company amended the agreement entered into on 12 October 2012 with Boulder Hill to extend the waiver of certain required cash payment and/or exploration expenditure related to the Boulder Hill Claims until 5 May 2013. During the year ended 31 December 2012, the Company was in default related to certain obligations related to the Boulder Hill Claims. As of December 31, 2013, the Company recorded a write-down of mineral property in the amount of $15,000 related to the Boulder Hill Claims. Boulder Hill Project On 30 September 2011, the Company entered into a non-binding letter of intent (LOI) with Boulder Hill to acquire by way of an assignment from Boulder Hill all of its rights, responsibilities and obligations under a state mineral lease and agreement (the Option Agreement) dated 15 July 2008 by and among Boulder Hill, James Ebisch (James E) and Ryan Riech (Riech). James E and Riech, under the terms of the Option Agreement, hold the mining and mineral rights to a certain Montana State Metallferrous Gold Lease entered into with the State of Montana (the Montana Gold Lease) under which Boulder Hill was granted the exclusive right to prospect, explore, develop and mine for gold, silver and other minerals on a property situated in Lincoln County, Montana (the Boulder Hill Property). The Montana Gold Lease is for a 10-year term and is subject to the 5% net smelter return (NSR) due to the State of Montana. The Option Agreement was amended on 1 August 2011 to reflect James E as the sole owner of the Montana Gold Lease. On 16 December 2011 (the Effective Date), the Company entered into an Assignment and Assumption Agreement (BHM Assignment) with Boulder Hill and James E, whereby Boulder Hill transferred and assigned the Company all of its right, title and interest, in, to and under the Option Agreement and the Company assumed the assignment of the Option Agreement agreeing to be bound, the same extent as Boulder Hill, to the terms and conditions of the Option Agreement. The BHM Assignment required the Company to make the following considerations to Boulder Hill: · Issue 500,000 restricted shares of the Companys common stock by 21 December 2011 (issued on 16 December 2011 and valued at $15,000); · Pay $25,000 in cash by 30 September 2013 (unpaid); and · Pay $25,000 in cash by 16 December 2013. The Option Agreement and the BHM Assignment provide that the Company will have exercised the option to acquire an undivided 100% of James Es right, title and interest in and to the Montana Gold Lease after incurring an aggregate of $210,000 in exploration expenditures, paying James E an aggregate of $80,000 plus 5% of any joint-venture and buyout payments (the JVBP) and paying filing fees over the term of the Option Agreement. The Option Agreement provides that the cash payments payable to James E shall be made according to the following schedule: · $20,000 on or before 30 September 2013 plus 5% of any JVBP, of which an initial payment of $3,000 is to be made on or before 30 October 2011 ($3,000 paid on 12 January 2012); · $15,000 on or before 30 September 2013 plus 5% of any JVBP (unpaid); · $20,000 on or before 15 July 2014 plus 5% of any JVBP; and · $25,000 on or before 15 July 2015 plus 5% of any JVBP. The Option Agreement and claim purchase agreement require that the exploration expenditures of an aggregate of not less than $210,000 on the Property shall be incurred as follows: · On or before 30 September 2013, incur not less than an aggregate of $49,000 in exploration expenditures (an aggregate of $34,769 incurred); and · On or before 13 December 2013, incur not less than an aggregate of $210,000 in exploration expenditures. In addition to the foregoing cash payments and exploration expenditures, in order to maintain James Es leasehold interest in the Boulder Hill Property the Company will be responsible for paying filing fees over the term of the Option Agreement and Boulder Hill Agreement and the following: · Make advance royalty payments to James E of $25,000 per year, commencing on 15 July 2015 and continuing on 15 July each and every year thereafter for so long as the Company retains its leasehold interest in the Boulder Hill Property; and · Incur a minimum of $100,000 of annual exploration expenditures on the Boulder Hill Property on or before 15 July each and every year after 15 July 2011 (not incurred), which could be offset by exploration expenditures in excess of $100,000 in any prior annual period. On 15 January 2013, the Company amended the agreement entered into on 12 October 2012 with Boulder Hill and James E to extend the waiver of certain required cash payment and/or exploration expenditure related to the Boulder Hill Property until 5 May 2013. On 5 May 2013, the Company amended the waiver entered into on 15 January 2013 with Boulder Hill and James E to extend the waiver of certain required cash payment and/or exploration expenditure related to the Boulder Hill Property until 30 September 2013 (not completed). During the year ended 31 December 2012, the Company was in default related to certain obligations related to the Boulder Hill Project and as a result, the Company recorded a write-down of mineral property in the amount of $18,000 related to the Boulder Hill Project, as of December 31, 2012. During the year ended 31 December 2013, the Company decided to cancel the portion of the Boulder Hill project involving the state lease, and is in the process of re-staking unpatented mining claims. South Idaho Silver Project On 7 December 2011 (the Effective Date), the Company entered into an Assignment and Assumption Agreement (the CCS Assignment) with Castle Creek Silver Inc. (Castle Creek), an Idaho corporation, and Robert Ebisch (Robert E) to acquire by way of assignment from Castle Creek all of its rights, responsibilities and obligations under an Option to Purchase and Royalty Agreement (the Purchase Agreement) dated 15 July 2011, by and between Castle Creek and Robert E. Castle Creek, under the Purchase Agreement, had the option to acquire an undivided 100% of the right, title and interest of Robert E in the unpatented mining claims owned and situated in Owyhee County, Idaho (the South Idaho Property). Pursuant to the terms of the CCS Assignment, Castle Creek transferred and assigned the Company all of its right, title and interest, in, to and under the Purchase Agreement and the Company assumed the assignment of the Purchase Agreement agreeing to be bound, the same extent as Castle Creek, to the terms and conditions of the Purchase Agreement. The Company agreed to make the following considerations to Castle Creek: · Issue 1,000,000 restricted shares of the Companys common stock by 12 December 2011 (issued on 7 December 2011 and valued at $30,000); · Pay $50,000 by 15 July 2013 (unpaid); and · Castle Creek will be entitled to a 1% net smelter return (NSR) from any ore produced from the South Idaho Property. The Purchase Agreement and assignment of Castle Creeks right, title and interest, in, to and under the Purchase Agreement provide that the Company will have exercised the option to acquire an undivided 100% of Robert Es right, title and interest in and to the Property after incurring an aggregate of $210,000 in exploration expenditures, paying Robert E an aggregate of $80,000 plus 5% of any JVBP. The Purchase Agreement provides that the cash payments payable to Robert E shall be made according to the following schedule: · $2,500 on or before 31 January 2012 plus 5% of any JVBP (paid); · $2,500 on or before 20 June 2013 plus 5% of any JVBP (paid); · $5,000 on or before 15 September 2013 plus 5% of any JVBP (unpaid); · $10,000 on or before 15 September 2014 plus 5% of any JVBP; · $15,000 on or before 15 September 2015 plus 5% of any JVBP; · $20,000 on or before 15 September 2016 plus 5% of any JVBP; and · $25,000 on or before 15 September 2017 plus 5% of any JVBP. The Purchase Agreement provides that the exploration expenditures of an aggregate of not less than $210,000 on the South Idaho Property shall be incurred as follows: · On or before 15 April 2012, incur not less than an aggregate of $10,000 in exploration expenditures (an aggregate of $10,000 incurred); · On or before 15 July 2013, incur not less than an aggregate of $20,000 in exploration expenditures (an aggregate of $30,620 incurred); · On or before 15 September 2013, incur not less than an aggregate of $100,000 in exploration expenditures (not incurred); and · On or before 15 September 2014, incur not less than an aggregate of $210,000 in exploration expenditures. In addition to the foregoing cash payments, exploration expenditures and filing fees, in order to maintain its interest in the South Idaho Property the Company will be responsible for the following: · Make advance royalty payments to Robert E of $25,000 per year, commencing on 15 September 2015 and continuing on 15 September each and every year thereafter for so long as the Company retains its interest in the South Idaho Property; and · Incur a minimum of $100,000 of annual exploration expenditures on the South Idaho Property on or before 15 September each and every year after 15 September 2015, which could be offset by exploration expenditures in excess of $100,000 in any prior annual period. On 7 December 2012, the Company entered into an agreement with Castle Creek to waive certain required cash payment and/or exploration expenditure related to the South Idaho Property until renegotiation after 31 March 2013 and before 30 June 2013, provided that a cash payment of $1,200 is paid prior to 31 March 2013 (paid). On 31 May 2013, the Company entered into an agreement with Castle Creek to waive certain required cash payment and/or exploration expenditure related to the South Idaho Property until 15 July 2013, provided that a cash payment of $3,500 is paid prior to 15 July 2013 (unpaid). Further, the Company may secure a waiver at any time during the year ended 31 December 2013 for the requirements that become due in 2014 in exchange for cash payment of or issuance of common shares valued at $50,000. The Company is currently in default with regards to certain obligations related to the South Idaho Property and is in the process of renegotiating the terms with Castle Creek, or determining to re-stake the mining claims. During 2013, the Company recorded a provision for write-down of mineral property interests of in the amount of $36,650 ( 31 December 2012- $Nil) related to the South Idaho Property. Temasek Properties Effective 18 September 2008 (the Effective Date), the Company entered into a Mineral Right Option Agreement with Temasek Investments Inc. (Temasek), a company incorporated under the laws of Panama (the Temasek Agreement), whereby the Company could acquire four separate options from Temasek, each providing for the acquisition of a 25% interest in certain mineral rights in Peru potentially resulting in the acquisition of 100% of the mineral rights (the Mineral Rights). The Mineral Rights were owned by Rio Santiago Minerales S.A.C. (Rio Santiago). Beardmore, a wholly-owned subsidiary of Temasek, owned 999 shares of the 1,000 shares of Rio Santiago that were issued and outstanding. Temasek owned the single remaining share of Rio Santiago. The acquisition of each 25% interest in the Mineral Rights would occur through the transfer to the Company of 25% of the outstanding shares of Beardmore. The Company exercised the initial 25% option to acquire a 25% interest in the Mineral Rights by paying $250,000, issuing 2,500,000 common shares of the Company and paying an additional $250,000 to Temasek. The Company entered into an amending agreement dated 12 May 2009 with Temasek related to the Temasek Properties, further amended pursuant to an agreement dated 3 February 2010 (the Second Amending Temasek Agreement). The Company exercised the second 25% option resulting in the acquisition of a 50% interest in the Mineral Rights by exercising and completing the initial 25% option, issuing 3,500,000 additional common shares of the Company (Notes 8, 12 and 13) and paying an additional $750,000 to Temasek. The Company entered into an amending agreement dated 25 June 2010 (the Amendment Effective Date) with Temasek related to the Temasek Properties (the Third Amending Temasek Agreement), whereby the Company now could exercise the third and fourth 25% options resulting in the acquisition of a 100% interest in the Mineral Rights by fulfilling the following conditions within ten business days from the Amendment Effective Date: · Exercise and complete the initial and second 25% options (completed); · Issue 11,000,000 additional common shares of the Company to Temasek (5,000,000 common shares issued on 9 March 2010) (Notes 8 and 12); · Pay an additional $250,000 to Temasek (paid); · Issue a convertible note for $250,000 to Temasek (the $250,000 Convertible Note) (issued). The $250,000 Convertible Note had a term of ninety days and will accrue interest at a rate of 12% per annum. Both principal and interest under the $250,000 Convertible Note were payable upon maturity (Note 6); and · Issue a convertible note for $3,250,000 to Temasek (the $3,250,000 Convertible Note) (issued). The $3,250,000 Convertible Note had a term of three years and will accrue interest at a rate of 12% per annum. Interest would be payable annually and the principal was payable upon maturity. Temasek became a significant shareholder of the Company through the issuance of the 6,000,000 common shares on exercise of the option to acquire the initial and second 25% interests in the Mineral Rights and an additional 5,000,000 common shares on exercise of the partial payment toward the exercise of the option to acquire the third 25% interest. On 21 September 2011, the Company entered into a Settlement and Mutual Release Agreement (the Settlement Agreement) with Temasek, which resulted in the Companys relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore, which indirectly holds, through its subsidiary Rio Santiago, the Mineral Rights to certain properties located in Peru, in exchange for Temasek releasing the Company from all of its outstanding obligations under the terms of the Temasek Agreement and its subsequent amendments entered into between the parties. Under the terms of the Settlement Agreement, the $250,000 Convertible Note and the $3,250,000 Convertible Note have been cancelled and the Company is no longer obligated to issue Temasek 6,000,000 shares of its common stock in exchange for the Companys relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore. The Company is not entitled to recover any consideration previously paid to Temasek or any mineral property exploration expenditures incurred in connection with the exploration and development of the properties underlying the Mineral Rights. The Settlement Agreement included a mutual release of all claims arising out of or relating to the Temasek Agreement. By execution of the Settlement Agreement, the Company no longer has any interest, directly or indirectly, in any mineral or mining rights to properties located in Peru; and, as a result, deconsolidated mineral property interests in the amount of $6,981,553 during the year ended 31 December 2011 related to Rio Santiago. During the year ended 31 December 2011, the Company incurred $50,700 in exploration expenditures related to the Temasek Properties, which are included in discontinued operations for the year ended 31 December 2011. During the year ended 31 December 2011, the Company also recorded a write down of mineral property interests of $5,000,000. Uranium Claim Prospect The Company acquired through location two unpatented mining claims in eastern Washington state in July 2013 comprising approximately forty acres. Skip Silver Prospect The Company acquired by right of location two unpatented mining claims in the state of Montana in 2012 covering approximately forty acres. On 21 September 2011, the Company entered into a Settlement and Mutual Release Agreement (the Settlement Agreement) with Temasek, which resulted in the Companys relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore, which indirectly holds, through its subsidiary Rio Santiago, the Mineral Rights to certain properties located in Peru, in exchange for Temasek releasing the Company from all of its outstanding obligations under the terms of the Temasek Agreement and its subsequent amendments entered into between the parties. Under the terms of the Settlement Agreement, the $250,000 Convertible Note and the $3,250,000 Convertible Note have been cancelled and the Company is no longer obligated to issue Temasek 6,000,000 shares of its common stock in exchange for the Companys relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore. The Company is not entitled to recover any consideration previously paid to Temasek or any mineral property exploration expenditures incurred in connection with the exploration and development of the properties underlying the Mineral Rights. The Settlement Agreement included a mutual release of all claims arising out of or relating to the Temasek Agreement. By execution of the Settlement Agreement, the Company no longer has any interest, directly or indirectly, in any mineral or mining rights to properties located in Peru; and, as a result, deconsolidated mineral property interests in the amount of $6,981,553 during the year ended 31 December 2011 related to Rio Santiago. During the year ended 31 December 2011, the Company incurred $50,700 in exploration expenditures related to the Temasek Properties, which are included in discontinued operations for the year ended 31 December 2011. During the year ended 31 December 2011, the Company also recorded a write down of mineral property interests of $5,000,000. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Property and Equipment | 4. Property and Equipment Cost $ Accumulated Depreciation $ Net Book Value $ As of December 31, 2014 : Furniture, computer and office equipment 569,433 75,532 493,901 As of December 31, 2013 : Furniture, computer and office equipment 47,433 43,320 4,113 During the year ended 31 December 2014 and 2013, total additions to property and equipment were $522,000 and $0 and depreciation expense was $32,212 and $1,761. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Convertible Promissory Notes | 5. Convertible Promissory Notes On 29 April 2013, the Company issued a convertible note to Asher in the amount of $32,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 31 January 2014 (the Asher Note #6). On 8 August 2013, the Company issued a convertible note to Asher in the amount of $12,995, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on May 12 2014 (the Asher Note #7). On 30 October 2013, the Company issued a convertible note to Asher in the amount of $16,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 1 August 2014 (the Asher Note #8). On 24 December 2013, the Company issued a convertible note to Asher in the amount of $16,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 30 August 2014 (the Asher Note #9). On 27 February 2014, the Company issued a convertible note to Asher in the amount of $13,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 3 December 2014 (the Asher Note #10). On 11 April 2014, the Company issued a convertible note to KBM in the amount of $37,000, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 14 January 2015 (the KBM #1). On 7 July 2014, the Company issued a convertible note to KBM in the amount of $37,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 7 July 2015 (the KBM #2). On September 8, 2014 the company, having worked with representatives of both KBM and Asher arranged a payoff of all above mentioned notes, namely Asher Note#6, Asher Note#7, Asher Note#8, Asher Note#9, Asher Note#10, KBM #1 and KBM #2, and paid these notes off in their entirety reducing the companys debt and freeing the company from any and all derivative liability associated with said indebtedness. On July 25, 2014, the Company entered in convertible note agreement with a private and accredited investor, Anubis Capital, in the amount of $149,500, unsecured, with principal and interest amounts due and payable upon maturity on July 25, 2015 (the Anubis Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On August 20, 2014, the Company entered in convertible note agreement with a private and accredited investor, LDM Limited, in the amount of $222,150, unsecured, with principal and interest amounts due and payable upon maturity on August 20, 2015 (the LDM #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On August 24, 2014, the Company entered in convertible note agreement with a private and accredited investor, Fire Hole Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on August 24, 2015 (the FHC #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On August 26, 2014, the Company entered in convertible note agreement with a private and accredited investor, LG Capital, in the amount of $105,000, unsecured, with principal and interest amounts due and payable upon maturity on August 26, 2015 (the LG Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On August 29, 2014, the Company entered in convertible note agreement with a private and accredited investor, Union Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on August 29, 2015 (the Union Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On September 3, 2014, the Company entered in convertible note agreement with a private and accredited investor, JSJ Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on September 3, 2015 (the JSJ Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On September 15, 2014, the Company entered in convertible note agreement with a private and accredited investor, Adar Bays, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on September 15, 2015 (the Adar Bays Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On October 14, 2014, the Company entered in convertible note agreement with a private and accredited investor, Vista Capital, in the amount of $25,000, unsecured, with principal and interest amounts due and payable upon maturity on October 15, 2015 (the Vista Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On October 16, 2014, the Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity, in the amount of $70,000, unsecured, with principal and interest amounts due and payable upon maturity on October 16, 2015 (the Auctus Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On October 22, 2014, the Company entered in convertible note agreement with a private and accredited investor, JMJ Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on October 22, 2015 (the JMJ #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On October 27, 2014, the Company entered in convertible note agreement with a private and accredited investor, Iconic Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on October 27, 2015 (the ICONIC #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On October 27, 2014, the Company entered in convertible note agreement with a private and accredited investor, Eastmore Capital, in the amount of $93,500, unsecured, with principal and interest amounts due and payable upon maturity on October 27, 2015 (the EASTMORE #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On November 6, 2014, the Company entered in convertible note agreement with a private and accredited investor, Coventry Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on November 6, 2015 (the COVENTRY #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On November 10, 2014, the Company entered in convertible note agreement with a private and accredited investor, JSJ Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on November 10, 2015 (the JSJ #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On November 18, 2014, the Company entered in convertible note agreement with a private and accredited investor, Chicago Venture Group, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on November 18, 2015 (the CVG #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On November 19, 2014, the Company entered in convertible note agreement with a private and accredited investor, Iconic Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on November 19, 2015 (the ICONIC #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On December 4, 2014, the Company entered in convertible note agreement with a private and accredited investor, Sojourn Investments, in the amount of $15,000, unsecured, with principal and interest amounts due and payable upon maturity on December 4, 2015 (the SOJOURN #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. On December 16, 2014, the Company entered in convertible note agreement with a private and accredited investor, Union Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on December 16, 2015 (the UNION #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%. The Company issued this Note convertible into shares of the Companys restricted common stock, in a transaction pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). The investors of these notes were accredited investor, as such term is defined in Rule 501(a) of Regulation D of the Securities Act. The Transactions were made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. The sale of the Notes did not involve a public offering and was made without general solicitation or general advertising. Neither the Notes nor the underlying shares of Common Stock issuable upon the conversion of the Notes have been registered under the Securities Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The following is the summary of convertible promissory notes that are issued and outstanding as at 31 of December 2014 and as at 31 of December 2013: Asher Note 0 32,500 Asher Note 2 0 12,995 AsherNote 3 0 16,500 Asher Note 4 0 16,500 Eastmore Capital 93,500 0 Actus Equity 70,000 0 Icinic Holdings 50,000 0 Vista Capital 25,000 0 JMJ 50,000 0 Iconic 100,000 0 Chicago Venture 50,000 0 JSJ 49,000 0 Union 50,000 0 Coventry 47,500 0 Anubis Capital 149,500 0 LDM Limited 222,150 0 Fire Hole Capital 100,000 0 LG Capital 105,000 0 Union Capital 100,000 0 JSJ Capital 100,000 0 Adar Bays 50,000 0 Sojourn 15,000 0 Union 85,000 0 Total 1,511,650 - Unamortized Discount (1,038,502 ) (38,698 ) Convertible notes payable, net 473,148 (39,978) |
Due to Related Parties and Rela
Due to Related Parties and Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Due to Related Parties and Related Party Transactions | 7. Due to Related Parties and Related Party Transactions Included in accounts payable and accrued liabilities as at 31 December 2013and 2012 are amounts due to related parties of $38,346 and $28,843, respectively.. These amounts are non-interest bearing, unsecured and have no fixed terms of repayment. During the year ended 31 December 2013, the Company paid or accrued $35,390 (2012 $25,750) for management fees to officers and directors of the Company. During the year ended 31 December 2013 the Company settled $23,200 in liabilities accrued to officers and directors through the issuance of Preferred A convertible stock. During the year our officers loan working capital funds to the Company and repaid those funds as cash became available. During the year we paid Robert Gates and his own firm MBC Services, Inc. management fees of $64,000. During the year the board approved stock compensation to Robert Gates of 110,000,000 shares of common stock valued at $4,377,900 which was the fair market value on the date the compensation was authorized. During the year the board approved stock compensation to Clarence Parks of 100,000,000 shares of common stock valued at $21,999,000 which was the fair market value on the date the compensation was authorized. During the year the board approved stock compensation to Jason Castenir of 150,000,000 shares of common stock valued at $26,263,500 which was the fair market value on the date the compensation was authorized. |
Stockholder's Deficit
Stockholder's Deficit | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Stockholder's Deficit | 8. Stockholders Deficit Authorized The total authorized capital consists of · 850,000,000 common shares with par value of $0.00001 (Note 15) · 116,818, 182 blank check preferred shares with no par value · 50,000,000 designated class A preferred shares with par value of $0.001, no voting or conversion rights Issued and outstanding Common Stock As at 31 December 2013, the total issued and outstanding capital stock was 1,158,028 common shares with a par value of $0.00001 per share. Issuances of Common Stock In 2014 the Company issued 9,591,290 common shares were issued upon conversion of $51,651 upon conversion of debt. In 2013 the Company issued 495,328,035 common shares issued upon conversion of $141,030 upon conversion of debt. Preferred Stock Preferred A On November 15, 2012, the Company filed a Certificate of Designation for its Class Series A Preferred Convertible Stock with the Secretary of State of Nevada designating 50,000,000 shares of its authorized Preferred Stock as Class A Preferred Convertible Stock. The Class A Preferred Shares have a par value of $.001 per share. The Class A Preferred Shares are convertible into shares of the Companys common stock at a rate of 1 preferred share equals 1 common share. In addition, the Class A Preferred Shares rank senior to the Companys common stock. The Class A Preferred Shares have voting rights equal to that of the common stockholders and may vote on any matter that common shareholders may vote. One Class A Preferred Shares is the voting equivalent of one common share. The Company does have the right, at its discretion, to redeem the Class A Preferred Shares at a price of $.01 per share. On February 1, 2013 the Company) agreed to issue 47,568,500 shares of its Class A Preferred Convertible Stock, in exchange for the settlement of debt of approximately $104,651 to both unrelated parties and certain officers and directors of the Company. The Class A Preferred shares were issued at a price of $0.0022 per share. Related forgiveness of debt income was recorded of $50,730 as of 31 December 2013. Stock options The following stock options are outstanding as at 31 December 2014: Number of options Exercise price Remaining life (years) Options 0 0 0 During the year ended 31 December 2007, the Company adopted the Stock Incentive Plan (the Plan), which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards to officers, directors or employees of, as well as advisers and consultants to, the Company. All stock options and rights are to vest over a period determined by the Board of Directors and expire not more than ten years from the date granted. Pursuant to the Plan, the maximum aggregate number of shares that may be issued for awards is 500,000 and the maximum aggregate number of shares that may be issued for incentive stock options is 500,000. During the year ended 31 December 2011 the Company granted 250,000 options at a price of $0.07 per share expiring 10 December 2013, 75,000 options at a price of $0.07 per share expiring at 28 November 2012 and 75,000 options at a price of $0.15 per share expiring 31 October 2021. All of these stock options vested immediately. During the year ended 31 December 2012 75,000 options at a price of $0.07 per share expired. During the year ended 31 December 2013 250,000 options at a price of $0.07 per share expired. The following is a summary of stock option activities during the years ended 31 December 2014 and 2013: Number of stock options Weighted average exercise price Outstanding and exercisable at 1 January 2013 325,000 0.088 Granted - - Exercised - - Expired (250,000) 0.070 Outstanding and exercisable at 31 December 2013 75,000 0.15 Outstanding and exercisable at 1 January 2014 400,000 0.085 Granted - - Exercised - - Expired - - Outstanding and exercisable at 31 December 2014 0 0 Weighted average fair value of options granted during the year - Weighted average fair value of options granted during the year 0.00 The aggregate intrinsic value of options outstanding and exercisable at 31 December 2014 and 2013 was $nil and $nil, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company has losses carried forward for income tax purposes as of 31 December 2014 the Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Companys ability to generate taxable income within the net operating loss carry-forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes The provision for refundable federal income tax for the years ended 31 December 2014 consists of the following: 2014 $ Refundable federal tax asset (liability) attributable to: Current operations 54,811,728 Permanent differences (54,811,725) Less: Change in valuation allowance (18,635,987) Income tax expense - The tax effects of temporary differences that give rise to future income tax assets and liabilities as at 31 December 2014 are as follows: 2014 $ Statutory federal income tax rate 34 % Net operating loss carryforwards 75,024,417 Net deferred tax asset 18,756,104 Less: Valuation allowance (18,756,104) Future tax assets (liabilities) - The net operating losses of the Company will begin to expire in 2030. As of December 31, 2014 and 2013, the Company has no unrecognized income tax benefits. The Companys policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, 2014, and 2013 and no interest or penalties have been accrued as of December 31, 2014 and 2013. As of December 31, 2014 and 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions. The tax years from 2015 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements). The fair values of the financial instruments were determined using the following input levels and valuation techniques: Level 1: classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price. Level 2: classification is applied to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market. Level 3: classification is applied to assets and liabilities when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability. The Companys derivative liability is an embedded derivative associated with one of the Companys convertible promissory notes. The convertible promissory note was issued on during 2013 and 2014 and all have similar features and are thus grouped together here and for classification, (the "Note"), is a hybrid instruments which contain an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative feature includes the conversion feature to the Note. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability have been bifurcated from the debt host contract and recorded as a derivative liability resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes, which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the notes. The embedded derivative within the note have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Companys statements of operations as change in the fair value of derivative instrument. As of December 31, 2014 and 2013, the estimated fair value of derivative liability was determined to be $671,988 and $544,392, respectively. During the year ended December 31, 2014 and 2013, amortization of 1,772,539 and $444,387 was recorded against the discount. The change in the fair value of derivative liabilities for the year ended December 31, 2014 was $127,603 resulting in an aggregate gain on derivative liabilities of $3,305.865. Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2014 and 2013, consisted of the following: Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2014 (Level 2) (Level 2) (Level 3) Derivative liabilities $ 544,392 $ - $ 544,392 $ - Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2013, consisted of the following: Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2013 (Level 2) (Level 2) (Level 3) Derivative liabilities $ 671,988 $ - $ 671,988 $ - |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
ACQUISITIONS | 12. ACQUISITIONS On August 27, 2014, the Company completed the acquisition of tangible assets of SWO & ISM LLC and a 19.5% interest in oil and gas producing interest. Pursuant to the Securities and Exchange Agreement the Company issued 2,000,000 shares of its common stock valued as of the date of closing SWO & ISM LLC is a Company involved in the exploration and production of gas and oil producing assets. The Company feels the assets acquired were greatly undervalued and fit with current Company projection and the interest in income assets enhances their position in the market. The following unaudited supplemental data presents the consolidated information as if the acquisition had been completed on January 1, 2013; Years ended December 31, 12/31/2014 12/31/2013 Sales 47,724 113,630 Earnings Attributable to First Columbia Gold (1,039,696) (54,775,935) Basic earnings per share available to common shareholders 0.00 0.00 Earnings per share assuming dilution available to common shareholders 0.00 0.00 |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Significant Accounting Policies Policies | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006 and the results of Beardmore Holdings, Inc. (Beardmore), a company incorporated under the laws of Panama, to the date of disposal on 21 September 2011. All inter-company balances and transactions have been eliminated in these consolidated financial statements. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 31 December 2014 and 2013, the Company had $33,833 and $0 cash and cash equivalents. |
Property and equipment | Property and equipment Furniture, computer equipment, and office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows: Furniture, computer and office equipment Five years Computer software Three Years The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company. |
Mineral property costs | Mineral property costs Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve. Mineral property exploration costs are expensed as incurred. Estimated future removal and site restoration costs, when determinable, are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. |
Environmental costs | Environmental costs Environmental expenditures that are related to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to a plan of action based on the then known facts. |
Stock-based compensation | Stock-based compensation Effective 1 January 2006, the Company adopted the provisions of ASC 718, Compensation Stock Compensation |
Basic and diluted loss per share | Basic and diluted loss per share The Company computes net loss per share in accordance with ASC 260, Earnings per Share |
Financial instruments | Financial instruments The carrying value of amounts receivable, bank indebtedness, accounts payable and convertible promissory notes approximates their fair value because of the short maturity of these instruments. The Companys financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. |
Income taxes | Income taxes Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes |
Long-lived assets impairment | Long-lived assets impairment Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets |
Asset retirement obligations | Asset retirement obligations The Company has adopted ASC 410, Assets Retirement and Environmental Obligations |
Convertible debt | Convertible debt The Company has adopted ASC 470-20, Debt with Conversion and Other Options As of January 1, 2013, it was determined that the conversion features in the convertible debt were derivative liabilities. Accordingly, we have separately measured and accounted for these derivative liabilities, in accordance with ASC 815-15. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Significant Accounting Policies Tables | |
Estimated useful lives of Furniture, computer equipment, office equipment and computer software | Furniture, computer equipment, and office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows: Furniture, computer and office equipment Five years Computer software Three Years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property And Equipment Tables | |
Furniture, computer and office equipment | Cost $ Accumulated Depreciation $ Net Book Value $ As of December 31, 2014 : Furniture, computer and office equipment 569,433 75,532 493,901 As of December 31, 2013 : Furniture, computer and office equipment 47,433 43,320 4,113 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Convertible Promissory Notes Tables | |
Convertible Promissory Notes | The following is the summary of convertible promissory notes that are issued and outstanding as at 31 of December 2014 and as at 31 of December 2013: Asher Note 0 32,500 Asher Note 2 0 12,995 AsherNote 3 0 16,500 Asher Note 4 0 16,500 Eastmore Capital 93,500 0 Actus Equity 70,000 0 Icinic Holdings 50,000 0 Vista Capital 25,000 0 JMJ 50,000 0 Iconic 100,000 0 Chicago Venture 50,000 0 JSJ 49,000 0 Union 50,000 0 Coventry 47,500 0 Anubis Capital 149,500 0 LDM Limited 222,150 0 Fire Hole Capital 100,000 0 LG Capital 105,000 0 Union Capital 100,000 0 JSJ Capital 100,000 0 Adar Bays 50,000 0 Sojourn 15,000 0 Union 85,000 0 Total 1,511,650 - Unamortized Discount (1,038,502 ) (38,698 ) Convertible notes payable, net 473,148 (39,978) |
Stockholder's Deficit (Tables)
Stockholder's Deficit (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Common Stock Tables | |
Stock options | The following stock options are outstanding as at 31 December 2014: Number of options Exercise price Remaining life (years) Options 0 0 0 |
Summary of stock option activities | The following is a summary of stock option activities during the years ended 31 December 2014 and 2013: Number of stock options Weighted average exercise price Outstanding and exercisable at 1 January 2013 325,000 0.088 Granted - - Exercised - - Expired (250,000) 0.070 Outstanding and exercisable at 31 December 2013 75,000 0.15 Outstanding and exercisable at 1 January 2014 400,000 0.085 Granted - - Exercised - - Expired - - Outstanding and exercisable at 31 December 2014 0 0 Weighted average fair value of options granted during the year - Weighted average fair value of options granted during the year 0.00 |
Income Taxes (Table)
Income Taxes (Table) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Federal income tax | The provision for refundable federal income tax for the years ended 31 December 2014 consists of the following: 2014 $ Refundable federal tax asset (liability) attributable to: Current operations 54,811,728 Permanent differences (54,811,725) Less: Change in valuation allowance (18,635,987) Income tax expense - |
Future income tax assets and liabilities | The tax effects of temporary differences that give rise to future income tax assets and liabilities as at 31 December 2014 are as follows: 2014 $ Statutory federal income tax rate 34 % Net operating loss carryforwards 75,024,417 Net deferred tax asset 18,756,104 Less: Valuation allowance (18,756,104) Future tax assets (liabilities) - |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Of Financial Instruments Tables | |
Financial assets and (liabilities) carried at fair value measured on a recurring basis | Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2014 and 2013, consisted of the following: Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2014 (Level 2) (Level 2) (Level 3) Derivative liabilities $ 544,392 $ - $ 544,392 $ - Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2013, consisted of the following: Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2013 (Level 2) (Level 2) (Level 3) Derivative liabilities $ 671,988 $ - $ 671,988 $ - |
ACQUISITIONS (Table)
ACQUISITIONS (Table) | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
ACQUISITIONS | The following unaudited supplemental data presents the consolidated information as if the acquisition had been completed on January 1, 2013; Years ended December 31, 12/31/2014 12/31/2013 Sales 47,724 113,630 Earnings Attributable to First Columbia Gold (1,039,696) (54,775,935) Basic earnings per share available to common shareholders 0.00 0.00 Earnings per share assuming dilution available to common shareholders 0.00 0.00 |
1. Nature, Basis of Presentatio
1. Nature, Basis of Presentation and Continuance of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Nature Basis Of Presentation Details Narrative | |
Acquisition of Shares | 100.00% |
2. Significant Accounting Polic
2. Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer software [Member] | |
Estimated useful lives | 3 years |
Furniture, Computer and Office Equipment [Member] | |
Estimated useful lives | 5 years |
2. Significant Accounting Pol28
2. Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies Details Narrative | ||
Cash and cash equivalents | $ 33,833 | $ 0 |
Potential common shares, from convertible debt and convertible preferred stock | 7,558,250 | 539,393 |
Impairment loss on mineral properties | $ 36,650 | |
Asset retirement obligations | $ 125,221 | $ 0 |
4. Mineral Property Interests (
4. Mineral Property Interests (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | |
Common shares valued | 50,000 | ||||
South Idaho Silver Project [Member] | |||||
Consulting fees | $ 0 | ||||
Write-down of mineral property | $ 36,650 | ||||
Cash paid for exploration expenditure | $ 1,200 | ||||
Boulder Hill Claims [Member] | |||||
Write-down of mineral property | $ 15,000 | ||||
Boulder Hill Project [Member] | |||||
Write-down of mineral property | $ 18,000 | ||||
Temasek Properties [Member] | |||||
Exploration costs | $ 50,700 | ||||
Write-down of mineral property | 6,981,553 | ||||
Mineral property interests | 5,000,000 | ||||
Skip Silver Prospect [Member] | |||||
Exploration costs | 50,700 | ||||
Write-down of mineral property | 6,981,553 | ||||
Mineral property interests | $ 5,000,000 |
5. Property and Equipment (Deta
5. Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details | ||
Cost | $ 569,433 | $ 47,433 |
Accumulated Amortization | 75,532 | 43,320 |
Net Book Value | $ 493,901 | $ 4,113 |
5. Property and Equipment (De31
5. Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property And Equipment Details Narrative | ||
Additions to property and equipment | $ 522,000 | $ 0 |
Depreciation expense | $ 32,212 | $ 1,761 |
6. Convertible Promissory Notes
6. Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Total | $ 1,511,650 | |
Unamortized Discount | (1,038,502) | $ (38,698) |
Convertible notes payable, net | 473,148 | (39,978) |
Asher Note [Member] | ||
Total | 0 | 32,500 |
Asher Note 2 [Member] | ||
Total | 0 | |
Asher Note 3 [Member] | ||
Total | 0 | |
Asher Note 4 [Member] | ||
Total | 0 | |
Eastmore Capital [Member] | ||
Total | 93,500 | 0 |
Actus Equityl [Member] | ||
Total | 70,000 | 0 |
Icinic Holdings [Member] | ||
Total | 50,000 | 0 |
Vista Capital [Member] | ||
Total | 25,000 | 0 |
JMJ [Member] | ||
Total | 50,000 | 0 |
Iconic [Member] | ||
Total | 100,000 | 0 |
Chicago Venture [Member] | ||
Total | 50,000 | 0 |
JSJ [Member] | ||
Total | 49,000 | 0 |
Union [Member] | ||
Total | 50,000 | 0 |
Coventry [Member] | ||
Total | 47,500 | 0 |
Anubis Capital [Member] | ||
Total | 149,500 | 0 |
LDM Limited[Member] | ||
Total | 222,150 | 0 |
Fire Hole Capital [Member] | ||
Total | 100,000 | 0 |
LG Capitall [Member] | ||
Total | 105,000 | 0 |
Union Capital [Member] | ||
Total | 100,000 | 0 |
JSJ Capital [Member] | ||
Total | 100,000 | 0 |
Adar Bays [Member] | ||
Total | 50,000 | 0 |
Sojourn [Member] | ||
Total | 15,000 | 0 |
Union 2 [Member] | ||
Total | $ 85,000 | 0 |
Asher Note 2 [Member] | ||
Total | 12,995 | |
Asher Note 3 [Member] | ||
Total | 16,500 | |
Asher Note #9 [Member] | ||
Total | $ 16,500 |
7. Due to Related Parties and R
7. Due to Related Parties and Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Due to related parties | $ 38,346 | $ 28,843 | ||
Common stock | $ 213,354 | |||
Officers and directors | ||||
Accrued management fees | $ 25,750 | 35,390 | ||
Accrued liabilities | $ 23,200 | |||
Robert Gates [Member] | ||||
Accrued management fees | $ 64,000 | |||
Stock Based compensation | 110,000,000 | |||
Common stock | $ 4,377,900 | |||
Clarence Parks [Member] | ||||
Stock Based compensation | 100,000,000 | |||
Common stock | $ 21,999,000 | |||
Jason Castenir [Member] | ||||
Stock Based compensation | 150,000,000 | |||
Common stock | $ 26,263,500 |
8. Stockholders' Deficit (Detai
8. Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stockholders Deficit Details | |||
Number of options | 0 | 75,000 | |
Exercise price | $ 0 | $ 0.15 | $ 0.088 |
Remaining life (years) | - |
8. Stockholders' Deficit (Det35
8. Stockholders' Deficit (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders Deficit Details 1 | ||
Shares outstanding and exercisable, Beginning balance | 400,000 | 325,000 |
Granted | ||
Exercised | ||
Expired | (250,000) | |
Shares outstanding and exercisable, Ending balance | 0 | 75,000 |
Weighted average fair value of options granted during the period | $ 400,000 | |
Weighted Average Exercise Price | ||
Weighted average exercise price outstanding and exercisable, Beginning balance | $ 0.15 | $ 0.088 |
Granted | ||
Exercised | ||
Expired | $ 0.070 | |
Weighted average exercise price outstanding and exercisable, Ending balance | $ 0 | 0.15 |
Weighted average fair value of options granted during the period | $ 0 | $ 0.085 |
8. Stockholders' Deficit (Det36
8. Stockholders' Deficit (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | |
Stockholders Deficit Details Narrative | |||
Common Stock Shares Authorized | 850,000,000 | ||
Common Stock Shares Issued | 398,707,651 | ||
Common Stock Shares Outstanding | 1,158,028 | ||
Series A convertible preferred stock par Value | $ 0.00001 | ||
Series A convertible preferred stock Shares Authorized | 50,000,000 | ||
Series B convertible preferred stock par Value | $ 0.001 | ||
Related forgiveness of debt income | $ 50,730 | ||
Number of Preferred A shares converted | 50,000,000 | ||
Conversion of debt | $ 51,651 | $ 141,030 | |
Shares converted in common shares | 9,591,290 | 495,328,035 | |
Options | 75,000 | 250,000 | 250,000 |
Options expire | $ 0.07 | $ 0.07 | $ 0.07 |
Aggregate intrinsic value of options outstanding and exercisable | $ 0 | $ 0 |
10. Income Taxes (Details)
10. Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Refundable federal tax asset (liability) | |
Current operations | $ 54,811,728 |
Permanent differences | (54,811,725) |
Less: Change in valuation allowance | $ (18,635,987) |
Income tax expense |
10. Income Taxes (Details 1)
10. Income Taxes (Details 1) - Dec. 31, 2014 - USD ($) | Total |
Income Taxes Details 1 | |
Statutory federal income tax rate | 34.00% |
Net operating loss carryforwards | $ 75,024,417 |
Net deferred tax asset | 18,756,104 |
Less: Valuation allowance | $ (18,756,104) |
Future tax assets (liabilities) |
10. Income Taxes (Details Narra
10. Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes Details Narrative | ||
Interest or penaltie | $ 0 | $ 0 |
11. Fair Value of Financial Ins
11. Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative liabilities | $ 544,392 | $ 671,998 |
Significant Unobservable inputs (Level 3) [Member] | ||
Derivative liabilities | ||
Quoted prices in active markets (Level 1) [Member] | ||
Derivative liabilities | ||
Significant other observable inputs (Level 2) [Member] | ||
Derivative liabilities | $ 544,392 | $ 671,998 |
11. Fair Value of Financial I41
11. Fair Value of Financial Instruments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Of Financial Instruments Details Narrative | ||
Derivative liability | $ 544,392 | $ 671,998 |
Amortization | 1,772,539 | $ 444,387 |
Change in the fair value of derivative liabilities | 127,603 | |
Aggregate gain on derivative liabilities | $ 3,306 |
12. ACQUISITIONS (Details)
12. ACQUISITIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Acquisitions Details | ||
Sales | $ 47,724 | $ 113,630 |
Earnings Attributable to First Columbia Gold | $ (1,039,696) | $ (54,775,935) |
Basic earnings per share available to common shareholders | $ 0 | $ 0 |
Earnings per share assuming dilution available to common shareholders | $ 0 | $ 0 |