Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 11, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | FIRST COLOMBIA GOLD CORP. | |
Entity Central Index Key | 1,045,929 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
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 | 3,906,416,225 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 0 | $ 33,833 |
Prepaid expenses | ||
Accounts Receivable | ||
Total current assets | $ 0 | $ 33,833 |
Property and Equipment | 377,569 | 493,901 |
Total Assets | 377,569 | 527,734 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 429,113 | 289,438 |
Accounts payable, related parties | $ 29,550 | $ 29,550 |
Accrued interest | ||
Convertible notes payable | $ 933,129 | $ 473,148 |
Notes Payable | ||
Advances - related parties | ||
Current portion of long term notes payable | ||
Derivative liabilities | $ 2,384,783 | $ 544,392 |
Total Current Liabilities | 3,776,575 | 1,336,528 |
Long term notes payable | 264,100 | 264,100 |
Asset Retirement Obligation | 125,221 | 125,221 |
Total Liabilities | $ 4,165,896 | $ 1,725,849 |
Stockholders' Deficit | ||
Preferred Stock | ||
Common Stock Par value $.00001, 10,000,000,000 shares authorized, 2,378,622,897 and 398,707,651 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | $ 27,287 | $ 3,987 |
Additional paid-in capital | 75,853,549 | 73,775,496 |
Accumulated deficit | (77,715,982) | (75,024,417) |
Total Stockholders' Deficit | (3,778,327) | (1,198,115) |
Total liabilities and stockholders' deficit | 377,569 | $ 527,734 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock | $ 46,819 | |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock | ||
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock | $ 46,819 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Stockholders' Deficit | ||
Preferred Stock Par Value | $ 0 | $ 0 |
Preferred Stock Shares Authorized | 150,000,000 | 150,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Convertible preferred stock par Value | $ 0.001 | $ 0.001 |
Convertible preferred stock Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock Par Value | $ .00001 | $ .00001 |
Common Stock Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock Shares Issued | 2,728,765,363 | 398,707,651 |
Common Stock Shares Outstanding | 2,728,765,363 | 398,707,651 |
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 | |
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 ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidated Statements Of Operations | ||||
Revenues | $ 2,126 | $ 0 | $ 12,127 | $ 0 |
Operating expenses | 39,962 | 947,184 | 2,244,072 | 975,744 |
Net Income(Loss) from operations | (37,836) | (947,184) | (2,231,945) | (975,744) |
Other Items | ||||
Gain on extinguishment of debt | 0 | 17,253 | 271,980 | 17,253 |
Interest expense | (384,630) | (428,008) | (1,029,898) | (468,627) |
Gain/(Loss) on derivative liabilities | 334,016 | 245,851 | (1,701,702) | 529,306 |
Total Other Items | (50,614) | (164,904) | (2,459,620) | 77,932 |
Net operating income (loss) before income taxes | (88,450) | (1,112,088) | (4,691,565) | (897,812) |
Future income tax recovery | 0 | 0 | 0 | 0 |
Net operating income (loss) from continuing operations | $ (88,450) | $ (1,112,088) | $ (4,691,565) | $ (897,812) |
Basic and Diluted Income(loss) per share | $ 0 | $ (0.09) | $ 0 | $ (0.13) |
Weighted average shares outstanding of common - basic and diluted | 2,628,765,363 | 12,346,349 | 1,854,680,901 | 6,815,668 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows Used in Operating Activities: | ||
Net Income (Loss) | $ (4,691,565) | $ (897,812) |
Adjustments to reconcile net loss with net cash used in operating activities: | ||
Depreciation and amortization | 136,816 | 881 |
Common stock issued as compensation | 1,800,000 | $ 804,501 |
Consulting fees | 482,360 | |
Debt discount amortization and origination interest | 533,073 | $ 454,874 |
Gain on extinguishment of debt | (293,143) | (17,253) |
Gain/(Loss) on derivative liabilities | $ 1,701,699 | (529,306) |
Changes in operating assets and liabilities | ||
Other Receivable & Prepaid Expenses | $ 16,000 | |
Increase (decrease) in accounts payable - related parties | ||
Increase (decrease) in accounts payable and accrued liabilities | $ (38,293) | $ 30,556 |
Net Cash used in Operating Activities | (369,053) | $ (137,559) |
Net Cash Used In Investing Activities | ||
Sale of fixed assets | 85,000 | |
Net Cash Used In Investing Activities | 85,000 | |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable | $ 250,220 | $ 138,050 |
Cost of repurchase of common stock | ||
Warrants exercised | ||
Issuance of common stock, net of share issue costs | ||
Net Cash Provided by Financing Activities | $ 250,220 | $ 138,050 |
Net Increase (Decrease) in Cash | (33,833) | $ 491 |
Cash at Beginning of Period | 33,833 | |
Cash at End of Period | 0 | $ 491 |
Supplemental disclosure of noncash investing and financing activities : | ||
Common shares issued for settlement of accounts payable | 0 | 43,432 |
Common shares issued for settlement of notes payable | 229,662 | 42,433 |
Common shares issued for services | $ 1,800,000 | $ 0 |
Nature, Basis of Presentation a
Nature, Basis of Presentation and Continuance of Operations | 6 Months Ended |
Jun. 30, 2015 | |
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 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. The Companys consolidated financial statements as at 30 June 2015 and the three then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company had a net loss of $88,450 for the three months ended 30 June 2015 (30 June 2014 Net loss of $1,112,088) and has a working capital deficit of $33,833 at 30 June 2015 (30 June 2014 $491), but management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Companys solvency, ability to meet its liabilities as they become due, and to continue its operations, has been dependent on funding provided by numerous financing institutions. If these parties are unwilling to provide ongoing funding to the Company and/or if the Company is unable to raise additional capital in the immediate future, the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures or cease operations. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern including adjustments related to employee severance pay and other costs related to ceasing operations. If the Company is unable to raise additional capital in the immediate future, the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures or cease operations. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern including adjustments related to employee severance pay and other costs related to ceasing operations. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and consist solely of normal recurring adjustments. Operating results for the interim period ended June 30, 2015 are not necessarily indicative of the results that can be expected for the full year. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
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 condensed consolidated financial statements. Principles of consolidation The accompanying condensed 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 condensed 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 30 June 2015 and as 30 June 2014, the Company had $0 and $0 in cash and cash equivalents. Property and equipment Furniture, computer equipment, 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 condensed 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 In June 2014, the FASB issued ASU 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 guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of June 30, 2014. The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Mineral Property Interests
Mineral Property Interests | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Mineral Property Interests | 3. Mineral Property Interests Boulder Hill Project On December 16, 2011, we entered into a Purchase and Sale Agreement (Purchase Agreement) with Boulder Hill Mines Inc., an Idaho corporation (Boulder Hill) relating to the purchase from Boulder Hill of three unpatented mining claims situated in Lincoln County, Montana (the Boulder Hill Claims). 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. During the six month period ended 30 June 2014 the Company spent $1,250 in consulting fees related to preparation for the re-staking ($0 exploration costs during six month period ended 30 June 2013). 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 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 related to the South Idaho Property. During the six month period ended 30 September 2014, the Company paid $1,250 for a review and update of its database in preparation of re-staking (no exploration costs were incurred during the six month period ended 30 June 2013). Skip Silver Prospect The Company owns two unpatented mining claims covering approximately forty acres in central Montana. Energy Division Oil and Gas Leases The Company acquired during the quarter ending September 30, 2014 ownership interests of certain oil wells, leases and working interests in the counties of Cumberland (KY), Monroe (KY), Overton (TN) and Clinton (KY). This totaled reportedly 113 wells, (our 8k filing is incorporated by reference and an exhibit to this report). We currently have interests in 96 wells with a gross acreage of 4,302 acres. |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Convertible Promissory Notes | 5. Convertible Promissory Notes Other than as described below, there were no issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K. 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%. On January 16, 2015, the Company entered in convertible note agreement with a private and accredited investor, Mud Lake Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on January 16, 2016 (the Mud Lake #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 January 26, 2015, the Company entered in convertible note agreement with a private and accredited investor, Eastmore Capital, in the amount of $64,000, unsecured, with principal and interest amounts due and payable upon maturity on January 26, 2016 (the Eastmore #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 January 30, 2015, the Company entered in convertible note agreement with a private and accredited investor, Mud Lake Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on January 30, 2016 (the Mud Lake #3). 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 February 6, 2015, the Company entered in convertible note agreement with a private and accredited investor, KBM Worldwide, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on February 6, 2016 (the KBM #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 March 13, 2015, the Company entered in convertible note agreement with a private and accredited investor, Service Trading Company, in the amount of $25,000, unsecured, with principal and interest amounts due and payable upon maturity on March 13, 2016 (the STC #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 March 18, 2015, the Company entered in convertible note agreement with a private and accredited investor, GW Holdings, in the amount of $25,000, unsecured, with principal and interest amounts due and payable upon maturity on March 18, 2016 (the GW #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%. 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions | 6 . Related Party Transactions During the periods ended 30 June 2015, the Company accrued $29,550 for management fees to officers and directors of the Company. Additionally, 1,800,000,000 shares of common stock were issued to officers and directors for services rendered. |
Stockholder's Deficit
Stockholder's Deficit | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Stockholder's Deficit | 7. Stockholders Deficit Authorized The total authorized capital consists of 10,000,000,000 common shares with par value of $0.00001 150,000,000 blank check preferred shares with no par value 50,000,000 Series A preferred shares with a par value of $0.001 Issued and outstanding Common Stock On 3 January 2014, the Company effected a 500 to 1 reverse split of its common stock. All share references in these condensed consolidated financial statements have been retroactively adjusted for this split. During period ended 30 June 2015, the Company had 2,728,765,363 common shares outstanding. 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 2 common shares. 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 two common shares. The Company has 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies | 8. Commitments and Contingencies The Company is committed to making repayments related to the convertible promissory notes payable. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Fair Value of Financial Instruments | 9 . 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. Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of June 30, 2015, 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 June 30, 2015 (Level 2) (Level 2) (Level 3) Derivative liabilities $ 2,628,765,363 $ - $ 2,628,765,363 $ - Credit Risk Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Companys cash and cash equivalents. The Company manages its credit risk relating to cash and cash equivalents by dealing only with highly-rated United States financial institutions. As a result, credit risk is considered insignificant. Currency Risk The majority of the Companys cash flows and financial assets and liabilities are denominated in US dollars, which is the Companys functional and reporting currency. Foreign currency risk is limited to the portion of the Companys business transactions denominated in currencies other than the US dollar. The Company monitors and forecasts the values of net foreign currency cash flow and balance sheet exposures and from time to time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. The Company had a working capital deficit of $33,833 at June 30 2015, and $491 at June 30 2014, but management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Other Risks Unless otherwise noted, the Company is not exposed to significant interest rate risk and commodity price risk. |
Other receivable
Other receivable | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Other receivable | 10. Other receivable As of 31 December 2013, the Company has recorded other receivable for loan proceeds, where the debt instrument was finalized, but proceeds were not received until after period end. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 2 the company announced it has entered into an agreement with Triangle Restaurant Group to acquire their operations and to join with them in developing a fast food franchise. The company is looking to open its first two locations by the end of September 2015. Additionally, on July 28, 2015, the company announced it is acquiring 100% interest in Enterprise Partners, Inc., which includes its current assets as well as all acquisition contracts the company has in place. Enterprise Partners currently has agreements in place to acquire 11 operating convenience stores in Alabama as well as a commercial fuel facility. The company has stated that, based on initial finances provided by the selling party, the 11 convenience store locations are currently producing in excess of $15 Million Annually in combined revenue and well over $1 Million in profits. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies Policies | |
Principles of consolidation | Principles of consolidation The accompanying condensed 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 condensed 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 30 June 2015 and as 30 June 2014, the Company had $0 and $0 in cash and cash equivalents. |
Property and equipment | Property and equipment Furniture, computer equipment, 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 condensed 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 In June 2014, the FASB issued ASU 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 guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of June 30, 2014. The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Significant Accounting Polici17
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies Tables | |
Estimated useful lives of Furniture, computer equipment, office equipment and computer software | Furniture, computer equipment, 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 |
Stockholder's Deficit (Tables)
Stockholder's Deficit (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Authorized Stockholders' Deficit | The total authorized capital consists of 10,000,000,000 common shares with par value of $0.00001 150,000,000 blank check preferred shares with no par value 50,000,000 Series A preferred shares with a par value of $0.001 |
Fair Value of Financial Instr19
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Of Financial Instruments Tables | |
input levels and valuation techniques | 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. |
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 June 30, 2015, 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 June 30, 2015 (Level 2) (Level 2) (Level 3) Derivative liabilities $ 2,628,765,363 $ - $ 2,628,765,363 $ - |
1. Nature, Basis of Presentatio
1. Nature, Basis of Presentation and Continuance of Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2006 | Dec. 31, 2014 | |
Nature Basis Of Presentation And Continuance Of Operations Details Narrative | ||||||
Acquisition of Shares | 100.00% | |||||
Net loss | $ (88,450) | $ (1,112,088) | $ (4,691,565) | $ (897,812) | ||
Working capital deficit | $ 33,833 | $ 491 | $ 33,833 | $ 491 | $ 4,143,726 |
2. Significant Accounting Polic
2. Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Computer software [Member] | |
Estimated useful lives | 3 years |
Furniture, Computer and Office Equipment [Member] | |
Estimated useful lives | 5 years |
2. Significant Accounting Pol22
2. Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies Details Narrative | |||||
Cash and cash equivalents | $ 0 | $ 0 | $ 33,833 | ||
Impairment loss on mineral properties | 0 | $ 0 | |||
Asset retirement obligations | $ 125,221 | $ 125,221 | $ 0 | $ 0 |
3. Mineral Property Interests (
3. Mineral Property Interests (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Boulder Hill Project [Member] | ||||
Consulting fees | $ 1,250 | |||
Exploration costs | $ 0 | |||
Write-down of mineral property | $ 15,000 | |||
South Idaho Silver Project [Member] | ||||
Consulting fees | $ 0 | |||
Exploration costs | $ 0 | |||
Write-down of mineral property | $ 36,650 | |||
Cash paid for exploration expenditure | $ 1,250 |
4. Property and Equipment (Deta
4. Property and Equipment (Details Narrative) | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Property And Equipment Details Narrative | |
Property and equipment | $ 377,569 |
5.Convertible Promissory Notes
5.Convertible Promissory Notes (Details Narrative) - USD ($) | Mar. 13, 2015 | Feb. 06, 2015 | Jan. 16, 2015 | Dec. 16, 2014 | Dec. 04, 2014 | Nov. 10, 2014 | Nov. 06, 2014 | Oct. 16, 2014 | Oct. 14, 2014 | Sep. 15, 2014 | Sep. 03, 2014 | Mar. 18, 2015 | Jan. 30, 2015 | Jan. 26, 2015 | Nov. 19, 2014 | Nov. 18, 2014 | Oct. 27, 2014 | Oct. 22, 2014 | Aug. 29, 2014 | Aug. 26, 2014 | Aug. 24, 2014 | Aug. 20, 2014 | Jul. 25, 2014 |
Anubis Capital [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 149,500 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
LDM Limited[Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 222,150 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Fire Hole Capital [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 100,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
LG Capitall [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 105,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Union [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 1,000,000 | $ 100,000 | |||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | 0.08% | |||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | 0.03% | |||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||
Volatility rate maximum | 887.82% | 887.82% | |||||||||||||||||||||
Volatility rate minimum | 875.95% | 875.95% | |||||||||||||||||||||
JSJ [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | $ 100,000 | |||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | 0.08% | |||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | 0.03% | |||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||
Volatility rate maximum | 887.82% | 887.82% | |||||||||||||||||||||
Volatility rate minimum | 875.95% | 875.95% | |||||||||||||||||||||
Adar Bays [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Vista Capital [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 25,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Actus Equity [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 70,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
JMJ [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Iconic [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 100,000 | $ 50,000 | |||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | 0.08% | |||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | 0.03% | |||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||
Volatility rate maximum | 887.82% | 887.82% | |||||||||||||||||||||
Volatility rate minimum | 875.95% | 875.95% | |||||||||||||||||||||
Eastmore Capital [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 64,000 | $ 93,500 | |||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | 0.08% | |||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | 0.03% | |||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||
Volatility rate maximum | 887.82% | 887.82% | |||||||||||||||||||||
Volatility rate minimum | 875.95% | 875.95% | |||||||||||||||||||||
Coventry [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Chicago Venture [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Sojourn [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 15,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Mud Lake Capital [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | $ 50,000 | |||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | 0.08% | |||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | 0.03% | |||||||||||||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||||||||||||||
Volatility rate maximum | 887.82% | 887.82% | |||||||||||||||||||||
Volatility rate minimum | 875.95% | 875.95% | |||||||||||||||||||||
KBM #1 [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
Service Trading [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 25,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% | ||||||||||||||||||||||
GW Holdings [Member] | |||||||||||||||||||||||
Convertible Promissory Note Principal amount | $ 50,000 | ||||||||||||||||||||||
Risk-free interest rates Maximum | 0.08% | ||||||||||||||||||||||
Risk-free interest rates Minimum | 0.03% | ||||||||||||||||||||||
Dividend rate | 0.00% | ||||||||||||||||||||||
Volatility rate maximum | 887.82% | ||||||||||||||||||||||
Volatility rate minimum | 875.95% |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Common stock | ||
Officers and directors | ||
Accrued management fees | $ 29,550 | |
Common stock | $ 1,800,000,000 |
7. Stockholders' Deficit (Detai
7. Stockholders' Deficit (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 01, 2013 | |
Stockholders Deficit Details Narrative | ||||
Common Stock Par Value | $ .00001 | $ .00001 | ||
Common Stock Shares Authorized | 10,000,000,000 | 10,000,000,000 | ||
Common Stock Shares Issued | 2,728,765,363 | 398,707,651 | ||
Common Stock Shares Outstanding | 2,728,765,363 | 398,707,651 | ||
Series A convertible preferred stock par Value | $ 0.001 | $ 0.001 | $ 0.0022 | |
Series A convertible preferred stock Shares Authorized | 50,000,000 | 50,000,000 | 47,568,500 | |
Series B convertible preferred stock par Value | $ 0.001 | $ 0.001 | ||
Series B convertible preferred stock Shares Authorized | 33,181,818 | 33,181,818 | ||
Related forgiveness of debt income | $ 50,730 | |||
Blank check preferred shares | 150,000,000 | |||
Settlement of debt | $ 104,651 |
9. Fair Value of Financial Inst
9. Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative liabilities | $ 2,384,783 | $ 544,392 |
Quoted prices in active markets (Level 1) [Member] | ||
Derivative liabilities | ||
Significant other observable inputs (Level 2) [Member] | ||
Derivative liabilities | $ 2,384,783 | |
Significant Unobservable inputs (Level 3) [Member] | ||
Derivative liabilities |
9. Fair Value of Financial In29
9. Fair Value of Financial Instruments (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Fair Value Of Financial Instruments Details Narrative | |||
Working capital deficit | $ 33,833 | $ 4,143,726 | $ 491 |
Cash flow operations | $ 1,692,016 |