Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 08, 2017 | Jun. 30, 2016 | |
Details | |||
Registrant Name | ATHENA SILVER CORP | ||
Registrant CIK | 1,304,409 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2016 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | asc | ||
Number of common stock shares outstanding | 36,202,320 | ||
Public Float | $ 1,695,984 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Delaware | ||
Entity Tax Identification Number | 900,775,276 | ||
Entity Address, Address Line One | 2010A Harbison Drive # 312 | ||
Entity Address, City or Town | Vacaville | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95,687 | ||
City Area Code | 707 | ||
Local Phone Number | 884-3766 | ||
Entity Listing, Par Value Per Share | $ 0.0001 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 1,582 | $ 1,055 |
Total current assets | 1,582 | 1,055 |
Mineral rights and properties - unproven | 2,068,788 | 1,985,342 |
Total assets | 2,070,370 | 1,986,397 |
Shareholders' equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common stock | 3,620 | 3,620 |
Additional paid-in capital | 6,602,028 | 6,602,028 |
Accumulated deficit | (6,851,898) | (6,569,887) |
Total shareholders' equity | (246,250) | 35,761 |
Total liabilities and shareholders' equity | 2,070,370 | 1,986,397 |
Current liabilities: | ||
Accounts payable | 16,346 | 28,453 |
Accrued liabilities | 37,000 | 43,167 |
Accrued interest | 5,569 | 2,343 |
Accrued interest - related parties | 258,040 | 176,733 |
Deed amendment liability - short-term portion | 10,000 | 10,000 |
Derivative liabilities | 63,110 | 8,670 |
Convertible note payable | 51,270 | 51,270 |
Current portion of Note payable - related party | 39,665 | 0 |
Convertible credit facility, related party | 1,715,620 | 1,500,000 |
Total current liabilities | 2,196,620 | 1,820,636 |
Deed amendment liability | 120,000 | 130,000 |
Total Liabilities | $ 2,316,620 | $ 1,950,636 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 36,202,320 | 36,202,320 |
Common Stock, Shares, Outstanding | 36,202,320 | 36,202,320 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | ||
Exploration costs | $ 9,489 | $ 93,661 |
General and administrative expenses | 132,900 | 133,299 |
Total operating expenses | 142,389 | 226,960 |
Operating Income (Loss) | (142,389) | (226,960) |
Other income (expense): | ||
Interest expense | (85,182) | (102,859) |
Change in fair value of derivative liabilities | (54,440) | 30,360 |
Total other income (expense) | (139,622) | (72,499) |
Net Income (Loss) | $ (282,011) | $ (299,459) |
Basic and diluted net income (loss) per common share | $ (0.01) | $ (0.01) |
Basic and diluted weighted-average common shares outstanding | 36,202,320 | 36,186,978 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2014 | $ 3,600 | $ 6,580,048 | $ (6,270,428) | $ 313,220 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2014 | 36,002,320 | |||
Stock Issued During Period, Value, New Issues | $ 20 | 21,980 | 0 | 22,000 |
Stock Issued During Period, Shares, New Issues | 200,000 | |||
Net Income (Loss) | $ 0 | 0 | (299,459) | (299,459) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2015 | $ 3,620 | 6,602,028 | (6,569,887) | 35,761 |
Shares, Outstanding, Ending Balance at Dec. 31, 2015 | 36,202,320 | |||
Net Income (Loss) | $ 0 | 0 | (282,011) | (282,011) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2016 | $ 3,620 | $ 6,602,028 | $ (6,851,898) | $ (246,250) |
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 36,202,320 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (282,011) | $ (299,459) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 0 | 31,710 |
Change in fair value of derivative warrant liability | 54,440 | (30,360) |
Changes in operating assets and liabilities: | ||
Change in Accounts payable | (6,107) | 4,997 |
Change in Accrued interest - related parties | 81,307 | 68,807 |
Change in Accrued liabilities and other liabilities | 28,726 | 13,843 |
Net cash used in operating activities | (123,645) | (210,462) |
Cash flows from investing activities: | ||
Acquisition of mineral rights | (121,113) | (50,605) |
Net cash used in investing activities | (121,113) | (50,605) |
Cash flows from financing activities: | ||
Proceeds on advances payable - related parties | 7,250 | 6,710 |
Payments on advances payable - related parties | (7,250) | (6,710) |
Borrowings from notes payable - related parties | 260,620 | 254,000 |
Payments on note payable - related party | (5,335) | 0 |
Payment on deed amendment liability | (10,000) | 0 |
Net cash provided by financing activities | 245,285 | 254,000 |
Net increase (decrease) in cash | 527 | (7,067) |
Cash and cash equivalents | 1,055 | 8,122 |
Cash and cash equivalents | 1,582 | 1,055 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 649 | 0 |
Cash paid for income taxes | 0 | 0 |
Cash Flow, Noncash Investing and Financing Activities Disclosure | ||
Increase (Decrease) in accrued liabilities applicable to mineral rights | 0 | 13,917 |
Conversion of accounts payable to convertible note payable | 0 | 51,270 |
Common stock issued for mineral rights | 0 | 22,000 |
Increase (decrease) in deed amendment liabilities | $ 0 | $ 140,000 |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: | Note 1 Organization, Basis of Presentation, Liquidity and Going Concern: Nature of Operations Athena Silver Corporation (we, our, us, or Athena) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010. In December 2009, we formed and organized a new wholly-owned subsidiary, Athena Minerals, Inc. (Athena Minerals) which owns and operates our mining interests. Since its formation, we have acquired various properties and rights and are currently determining whether those rights and properties could sustain profitable mining operations. We have not presently determined whether our mineral properties contain mineral reserves that are economically recoverable. Our primary focus going forward will be to continue our evaluation of our properties, and the possible acquisition of additional mineral rights and additional exploration, development and permitting activities. Our mineral lease payments, permitting applications and exploration and development efforts will require additional capital. Further information regarding our mining properties and rights are discussed below in Note 3 Mineral Rights and Properties. Liquidity and Going Concern Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At December 31, 2016, we had not yet achieved profitable operations and we have accumulated losses of $6,851,898 since our inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. Effective October 13, 2016, we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the line of credit to $1,750,000. In addition to the expansion of the credit line, the amendment also extended the maturity date of the credit line to December 31, 2017. Additionally, on September 12, 2016 we executed a promissory note in favor of Mr. John Power, the Companys President and Chief Executive Officer in the amount of $45,000, the proceeds of which were primarily used for working capital. We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock. Currently, there are no arrangements in place for additional equity funding or new loans. |
Note 2_ Summary of Significant
Note 2: Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 2: Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiary, Athena Minerals, Inc. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Reclassifications Certain reclassifications may have been made to our prior years consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the periods presented. We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. Fair Value of Financial Instruments We value our financial assets and liabilities using fair value measurements. Our financial instruments primarily consist of cash and cash equivalents, accounts payable, accrued liabilities, amounts due to related parties and notes payable to related parties. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash and cash equivalents, accounts payable, accrued liabilities, notes payable to related parties and other amounts due to related parties approximate fair value because of the short-term nature of these financial instruments. Concentrations of Credit Risk Our financial instruments which potentially subject us to credit risk are our cash and cash equivalents. We maintain our cash and cash equivalents at reputable financial institutions and currently, we are not exposed to significant credit risk. Cash and Cash Equivalents We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents. Mineral Rights - Unproven We have determined that our mining rights meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; and options to purchase or lease mineral properties. If we establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The net carrying value of our mineral rights represents the fair value at the time the mineral rights were acquired less accumulated depletion and any impairment losses. Proven and probable reserves have not been established for mineral rights as of December 31, 2016. No impairment loss was recognized during the years ended December 31, 2016 and 2015, and mineral rights are net of $0 of impairment losses as of December 31, 2016. Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Notes Payable and Credit Facility Related Parties Notes payable and the credit facility payable to related parties are classified as current liabilities as the note holders are control persons and have the ability to control the repayment dates of the notes. Exploration Costs Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our consolidated balance sheets. Share-based Payments We measure and recognize compensation expense or professional services expense for all share-based payment awards made to employees, directors and non-employee consultants based on estimated fair values. We estimate the fair value of stock options on the date of grant using the Black-Scholes-Merton option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected life of the options. We expense share-based compensation, adjusted for estimated forfeitures, using the straight-line method over the vesting term of the award for our employees and directors and over the expected service term for our non-employee consultants. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. Our excess tax benefits, if any, cannot be credited to stockholders equity until the deduction reduces cash taxes payable; accordingly, we realized no excess tax benefits during any of the periods presented in the accompanying consolidated financial statements. Income Taxes We account for income taxes through the use of the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and for income tax carry-forwards. A valuation allowance is recorded to the extent that we cannot conclude that realization of deferred tax assets is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We follow a two-step approach to recognizing and measuring tax benefits associated with uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if, based on the technical merits, it is more likely than not that the tax position will be sustained upon examination by a taxing authority, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement with a taxing authority. We recognize interest and penalties, if any, related to uncertain tax positions in our provision for income taxes in the consolidated statements of operations. To date, we have not recognized any tax benefits from uncertain tax positions. Net Loss per Common Share We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share is similar to our computation of basic net loss per common share except that the numerator is increased to exclude charges which would not have been incurred, and the denominator is increased to include the number of additional common shares that would have been outstanding (using the if-converted and treasury stock methods) if securities containing potentially dilutive common shares (stock options and convertible debt) had been converted to common shares, and if such assumed conversion is dilutive. At December 31, 2016 and 2015, 2,503,094 and 2,460,807, respectively, potentially dilutive shares comprised of common stock purchase warrants, shares underlying outstanding stock options and shares issuable upon conversions of debt have been excluded from diluted net loss per common share because the impact of such inclusion would be anti-dilutive. Recently Adopted Accounting Standards We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Note 3 - Mineral Rights and Pro
Note 3 - Mineral Rights and Properties | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 3 - Mineral Rights and Properties: | Note 3 Mineral Rights and Properties Our mineral rights and mineral properties consist of: December 31, 2016 December 31, 2015 Mineral properties $ 185,290 $ 156,707 Mineral rights Langtry Project 1,883,498 1,828,635 Mineral rights and properties $ 2,068,788 $ 1,985,342 Mineral Properties On August 8, 2016, we purchased 33+/- acres of land (Section 16 Property) for $28,582, net of $18 of title fees, located in San Bernardino County, California. The property is located in the Calico Mining District in the SE ¼ of the SE ¼ of Section 16; T 10 North, R 1 East. The State of California patented this land to a private party in 1935 and reserved in favor of the State one-sixteenth of all coal, oil, gas and other mineral deposits contained in the land. In 2014, we purchased 160 acres of land (Castle Rock), located in the eastern Calico Mining District, San Bernardino County, California. The parcel is the SE quarter of Section 25, Township 10 North, Range 1 East and is mostly surrounded by public lands. It was purchased for $21,023 in a property tax auction conducted on behalf of the County. The eastern part of the Calico Mining District is best known for industrial minerals and is not known to have any precious metal deposits. In 2012, we purchased 661 acres of land (Section 13 Property) in fee simple for $135,685 cash, located in San Bernardino County, California, that was sold in a property tax auction conducted on behalf of the County. The parcel is all of Section 13 located in Township 7 North, Range 4 East, San Bernardino Base & Meridian. The Section 13 property is near the Lava Beds Mining District and has evidence of historic mining. It is adjacent to both the Silver Cliffs and Silver Bell historic mines. The property is located in the same regional geologic area known as the Western Mojave Block that includes our flagship Langtry Project. The property is approximately 28 miles southeast of our Langtry Project. Mineral Rights In 2010, we entered into a 20 year Mining Lease with Option to Purchase (the Langtry Lease or the Lease) granting us the exclusive right to explore, develop and conduct mining operations on a group of 20 patented mining claims consisting of approximately 413 acres that comprise our Langtry Property. Effective November 28, 2012, December 19, 2013 and January 21, 2015, we executed Amendments No. 1, 2 and 3, respectively, to the Langtry Lease modifying certain terms. Effective March 10, 2016, we executed and delivered a new Lease/Purchase Option (Lease/Option) covering our flagship Langtry Property located in the Calico Mining District, San Bernardino County, California. The Lease/Option also includes two unpatented mining claims in the Calico Mining District known as the Lilly #10 and Quad Deuce XIII (the Langtry Unpatented Claims), which we have previously owned and agreed to transfer to the Lessor subject to the Lease/Option. The new Lease/Option supersedes all prior agreements. The following is a summary of the highlights of the new Lease/Option, which is qualified in its entirety by the provisions of the Lease/Option dated March 10, 2016: · · · · o Years 1 through 3 (3-15-2016 to 3-15-2019): $5,000,000 o Years 4 through 5 (3-15-2019 to 3-15-2021): the greater of $5,000,000 or the spot price of 250,000 troy ounces of silver, plus payment of the deferred rent of $130,000; o Years 6 through 10 (3-15-2021 to 3-15-26): the greater of $7,500,000 or the spot price of 375,000 troy ounces of silver, plus payment of the deferred rent of $130,000; o Years 11 through 20 (3-15-2026 to 3-15-2036): the greater of $10,000,000 or the spot price of 500,000 troy ounces of silver, plus payment of the deferred rent of $130,000. · · · · · · st During the term of the Lease, Athena Minerals has the exclusive right to develop and conduct mining operations on the Langtry Property. Future option payments and/or exploration and development of this property will require new equity and/or debt capital. On September 28, 2015, at the request of the Company and its advisors, the San Bernardino County Land Use Services Department (the Department) issued and recorded a Certificate of Land Use Compliance for Vested Land Use in which the Department formally determined that the Langtry property had the legally established right for mineral resource development activity (the Vested Right). The Vested Right is subject to certain conditions set forth in the Certificate and runs with the Langtry property in perpetuity. In August 2015 the Company acquired by deed conveyance 15 unpatented mining claims in the Calico Mining District in San Bernardino, California from a third party. The claims are contiguous to our existing unpatented and patented claims known as the Langtry Property. In consideration of the conveyance, the Company agreed to pay $10,000, payable in equal monthly installments of $1,000 beginning on September 1, 2015 which has been paid in full. During the year ended December 31, 2016 we capitalized a total of $54,863 as mineral rights. This amount includes the $40,020 option and lease payments due under the 2016 Mining Lease/Option to Purchase as discussed above. In addition, we capitalized $8,333 of lease rental obligations due under the 2010 agreement and subsequent amendments, and $6,510 of payments to the bureau of Land Management to maintain our claims in good standing. As of December 31, 2016 all amounts due or accrued regarding our mineral rights had been paid, and all our claims remain in good standing. During the year ended December 31, 2015 we capitalized a total of $226,522 of lease rental obligations and payments related to Amendment No. 3 of the Lease, the deed amendment with Mobil, and the acquisition of other unpatented mining claims, all as discussed above. The total amount capitalized includes the issuance of 200,000 shares of Athena common stock valued at $0.11 per share issued as consideration for modifications to the Lease. All commitments and obligations under our prior 2010 Lease and our new 2016 Lease/Option to Purchase have been fulfilled to date. Future option payments and/or exploration and development of this property may require new equity and/or debt capital. |
Note 4 - Fair Value of Financia
Note 4 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 4 - Fair Value of Financial Instruments: | Note 4 - Fair Value of Financial Instruments Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Level 1 Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2 Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3 Inputs reflecting managements best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities measured at fair value on a recurring basis are summarized below: Carrying Value at Fair Value Measurement at December 31, 2016 December 31, 2016 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 1,130 $ $ $ 1,130 Derivative liability Convertible note payable $ 61,980 $ $ $ 61,980 Carrying Value at Fair Value Measurement at December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 530 $ $ $ 530 Derivative liability Convertible note payable $ 8,140 $ $ $ 8,140 A summary of the changes in the derivative liabilities is as follows: Balance, December 31, 2014 $ 7,320 Convertible note payable - value at inception 31,710 Total gains, (unrealized, realized) included in net loss (30,360) Balance, December 31, 2015 8,670 Total losses, (unrealized, realized) included in net loss 54,440 Balance, December 31, 2016 $ 63,110 The carrying values of cash and cash equivalents, accounts payable and accrued liabilities, approximate their fair value because of the short-term nature of these financial instruments. |
Note 5 - Derivative Liabilities
Note 5 - Derivative Liabilities and Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 5 - Derivative Liabilities and Note Payable | Note 5 Derivative Liabilities and Note Payable Warrants: Effective February 7, 2012, and pursuant to an Advisor Agreement with GVC Capital, LLC dated January 30, 2012, we sold and issued warrants exercisable to purchase an aggregate of 143,000 common shares at an exercise price of $0.25 per share at any time within five years of the date of their issuance in consideration of $100 cash and investor relation services with a fair value of $35,793. The warrants have anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current exercise price. We determined that the warrants were not afforded equity classification because the warrants are not considered to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability and are carried at fair value. We estimate the fair value of these derivative warrants at each balance sheet date and the changes in fair value are recognized in earnings in our consolidated statements of operations under the caption change in fair value of derivative liabilities until such time as the derivative warrants are exercised or expire. The change in fair value of our derivative warrant liability is as follows: Balance, December 31, 2014 $ 7,320 Total gains, (unrealized, realized) included in net loss (6,790) Balance, December 31, 2015 530 Total losses, (unrealized, realized) included in net loss 600 Balance, December 31, 2016 $ 1,130 We estimate the fair value of our derivative warrants on the date of issuance and each subsequent balance sheet date using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the warrants. Currently, we believe that the potential impact to the fair value of our derivative warrants attributable to the anti-dilution provision is insignificant and we will consider using a lattice model for purposes of valuation if and when the fair value of the anti-dilution provision becomes significant. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants. The following table summarizes the assumptions used to value our derivative warrants at December 31, 2016: Fair value assumptions derivative warrants: December 31, 2016 Risk free interest rate 0.51% Expected term (years) 0.1 Expected volatility 269% Expected dividends 0% The following table summarizes the assumptions used to value our derivative warrants at December 31, 2015: Fair value assumptions derivative warrants: December 31, 2015 Risk free interest rate 0.65% Expected term (years) 1.1 Expected volatility 146% Expected dividends 0% Convertible Note Payable: Effective April 1, 2015, the Company executed a convertible promissory note (the Note) in the principal amount of $51,270 in favor of Clifford Neuman, the Companys legal counsel, representing accrued and unpaid fees for past legal services. The Note accrues interest at the rate of 6% per annum, compounded quarterly, and is due on demand. The principal and accrued interest due under the Note may be converted, at the option of the holder, into shares of the Companys common stock at a conversion price of $0.0735 per share, which represented the market price of the Companys common stock on the date the Note was made. The conversion price is subject to adjustment in the event the Company sells shares of common stock or common stock equivalent at a price below the conversion price. The Note contains certain anti-dilution provisions that would reduce the conversion price should the Company issue common stock equivalents at a price less than the Note conversion price. Accordingly, the conversion features of the Note are considered a discount to the Note. However, since the Note is payable upon demand by the note holder, the value of the discount is considered interest expense at the time of its inception. The Note is evaluated quarterly, and upon any quarterly valuations in which the value of the conversion option changes we recognize a gain or loss due to a decrease or increase in the fair value of the derivative liability, respectively. At the inception of the Note, we recognized $31,710 of interest expense representing the amortization of the discount and the establishment of derivative liability. The change in fair value of our derivative liability convertible note payable is as follows: Balance, December 31, 2014 $ 0 Convertible note payable - value at inception 31,710 Total gains, (unrealized, realized) included in net loss (23,570) Balance, December 31, 2015 8,140 Total losses, (unrealized, realized) included in net loss 53,840 Balance, December 31, 2016 $ 61,980 We estimate the fair value of this derivative at inception and at each balance sheet date until such time the Note is paid or converted using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the Note. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the Note. The following table summarizes the assumptions used to value the derivative Note discount at December 31, 2016: Fair value assumptions derivative: December 31, 2016 Risk free interest rate 0.85% Expected term (years) 1.0 Expected volatility 259% Expected dividends 0% The following table summarizes the assumptions used to value the derivative Note discount at December 31, 2015: Fair value assumptions derivative: December 31, 2015 Risk free interest rate 0.65% Expected term (years) 1.0 Expected volatility 195% Expected dividends 0% Accrued interest totaled $5,569 and $2,343 at December 31, 2016 and 2015, respectively, and is included in Accrued interest on the accompanying consolidated balance sheets. |
Note 6 - Credit Agreement and N
Note 6 - Credit Agreement and Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 6 - Credit Agreement and Notes Payable - Related Parties: | N ote 6 Credit Agreement and Notes Payable Related Parties Convertible Credit Facility Related Party Effective July 18, 2012, we entered into a Credit Agreement with Mr. Gibbs, a significant shareholder, providing us with an unsecured credit facility in the maximum amount of $1,000,000. The aggregate principal amount borrowed, together with interest at the rate of 5% per annum, was due in full on July 31, 2014, and is convertible, at the option of the lender, into common shares at a conversion price of $0.50 per share. On December 31, 2013 we amended the credit agreement to increase the borrowing limit under the line of credit to $1,250,000 and extend the maturity date to December 31, 2014. On December 31, 2014 we again amended the credit agreement to increase the borrowing limit under the line of credit to $1,500,000 and extended the maturity date to December 31, 2015. On December 31, 2015 we again amended the credit agreement to increase the borrowing limit under the line of credit to $1,650,000 and extended the maturity date to December 31, 2016. Effective October 13, 2016, we again amended the credit agreement to increase the borrowing limit under the line of credit to $1,750,000 and extended the maturity date to December 31, 2017. All other provisions under the agreement remained unchanged. The Company evaluated the convertible line of credit for derivative and beneficial feature conversion and concluded that there is no beneficial conversion since the conversion price at inception was greater than the market value of shares that would be issued upon conversion. Likewise, derivative accounting did not apply to the embedded conversion option. The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). Total principal amounts owed under the credit facility notes payable were $1,715,620 and $1,500,000 at December 31, 2016 and 2015, respectively. Borrowings under our convertible note payable to Mr. Gibbs were $215,620 and $254,000 for the years ended December 31, 2016 and 2015, respectively, and were generally used to pay certain mining lease obligations as well as operating expenses. No principal or interest payments were made to Mr. Gibbs during either the years ended December 31, 2016 or 2015. As of December 31, 2016 there remained $34,380 of credit available for future borrowings. Total accrued interest on the notes payable to Mr. Gibbs was $257,916 and $176,733 at December 31, 2016 and 2015, respectively, and are included in Accrued interest - related parties on the accompanying consolidated balance sheets. Note Payable Related Party On September 12, 2016 we executed a Note Payable (Note) with Mr. John Power, the Companys President and Chief Executive Officer in the amount of $45,000. The Note accrues interest at 6% per year, and matures on September 12, 2018. The Note requires monthly principle and interest payments of $1,994 beginning on October 12, 2016. At December 31, 2016 the Note balance was $39,665, and a total of $124 of interest had accrued since the last payment and is included in Accrued interest related parties on the accompanying balance sheet. Interest Expense Related Parties Total related party interest expense was $81,956 and $68,806 for the years ended December 31, 2016 and 2015, respectively. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 7 - Commitments and Contingencies: | Note 7 - Commitments and Contingencies We are subject to various commitments and contingencies under the Langtry Lease/Option to Purchase as discussed in Note 3 Mining Rights and Properties. |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 8 - Share-based Compensation | Note 8 - Share-based Compensation 2004 Equity Incentive Plan A summary of our stock option activity for options issued under the 2004 Equity Incentive Plan as well as options outstanding that were issued outside the Plan is as follows: Shares Weighted Average Exercise Price Outstanding at December 31, 2014 750,000 $ 0.29 Options granted 0 Outstanding at December 31, 2015 750,000 $ 0.29 Options expired (150,000) $ 0.43 Outstanding at December 31, 2016 600,000 $ 0.26 The weighted average contractual life of all outstanding options at December 31, 2016 was 1.3 years. No share based compensation expense was recorded for either the years ended December 31, 2016 or 2015. |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 9 - Related Party Transactions: | Note 9 Related Party Transactions Conflicts of Interests Magellan Gold Corporation (Magellan) is a company under common control. Mr. Power is a significant shareholder and director of both Athena and Magellan. Mr. Gibbs is a significant shareholder and creditor (see Note 6 Credit Agreement and Notes Payable Related Parties), in both Athena and Magellan. Athena and Magellan are both involved in the business of acquisition and exploration of mineral resources. Silver Saddle Resources, LLC (Silver Saddle) is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and Silver Saddle are both involved in the business of acquisition and exploration of mineral resources. The existence of common ownership and common management could result in significantly different operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous. Management Fees Related Parties The Company is subject to a month-to-month management agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena. For each of the years ended December 31, 2016 and 2015, a total of $30,000 was recorded as management fees and are included in general and administrative expenses in the accompanying Consolidated Statements of Operations. As of December 31, 2016 and 2015, $25,000 and $2,500, respectively, of management fees due Mr. Power had not been paid and are included in accrued liabilities on the accompanying consolidated balance sheets at December 31, 2016 and 2015, respectively. Accrued Interest - Related Parties At December 31, 2016 and 2015, Accrued interest - related parties includes accrued interest payable to Mr. Gibbs in the amounts of $257,916 and $176,733, respectively, representing unpaid interest on the credit facility. In addition, at December 31, 2016 Accrued interest - related parties includes $124 of interest accrued on the installment Note payable due to Mr. Power. Advances Payable - Related Parties Mr. Power has on occasion advanced the Company funds generally utilized for day-to-day operating requirements. These advances are non-interest bearing and are generally repaid as cash becomes available. During the year ended December 31, 2016, Mr. Power made short-term advances to the Company of $7,250, all of which was repaid during the year. At both December 31, 2016 and 2015 no advances were outstanding. The Company also utilizes credit cards owned by Mr. Power to pay various obligations when an online payment is required, the availability of cash is limited, or the timing of the payments is considered critical. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 10 - Income Taxes | Note 10 - Income Taxes The Company is current on all of its corporate tax filings. Tax year 2016 is currently under extension and we expect to file the returns by the due date. Our net operating loss carry forward as of December 31, 2016 is $6,653,793, which may be used to offset future income taxes through 2037. Our reconciliation between the expected federal income tax benefit computed by applying the federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2016 and 2015 is as follows: Years Ended December 31, 2016 2015 Expected federal income tax benefit at statutory rate $ 95,884 $ 101,816 State taxes 9,870 10,481 Change in valuation allowance (105,754) (112,297) Income tax benefit $ $ Our deferred tax assets as of December 31, 2016 and 2015 were as follows: December 31, 2016 2015 Net operating loss $ 2,495,172 $ 2,389,418 Valuation allowance (2,495,172) (2,389,418) Deferred tax assets, net of allowance $ $ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We have provided a valuation allowance of 100% of our net deferred tax asset due to the uncertainty of generating future profits that would allow us to realize our deferred tax assets. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 11 - Subsequent Events | Note 11 - Subsequent Events Subsequent to December 31, 2016 the Company borrowed an additional $90,000 under the credit agreement from Mr. Gibbs. Subsequent to December 31, 2016, the Company paid an option payment in the amount of $44,675 on its Langtry project for the period March 15, 2017 to March 15, 2018. |
Note 1 - Organization, Basis 18
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Nature of Operations (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Nature of Operations | Nature of Operations Athena Silver Corporation (we, our, us, or Athena) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010. In December 2009, we formed and organized a new wholly-owned subsidiary, Athena Minerals, Inc. (Athena Minerals) which owns and operates our mining interests. Since its formation, we have acquired various properties and rights and are currently determining whether those rights and properties could sustain profitable mining operations. We have not presently determined whether our mineral properties contain mineral reserves that are economically recoverable. Our primary focus going forward will be to continue our evaluation of our properties, and the possible acquisition of additional mineral rights and additional exploration, development and permitting activities. Our mineral lease payments, permitting applications and exploration and development efforts will require additional capital. Further information regarding our mining properties and rights are discussed below in Note 3 Mineral Rights and Properties. |
Note 1 - Organization, Basis 19
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Liquidity and Going Concern (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Liquidity and Going Concern | Liquidity and Going Concern Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At December 31, 2016, we had not yet achieved profitable operations and we have accumulated losses of $6,851,898 since our inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. Effective October 13, 2016, we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the line of credit to $1,750,000. In addition to the expansion of the credit line, the amendment also extended the maturity date of the credit line to December 31, 2017. Additionally, on September 12, 2016 we executed a promissory note in favor of Mr. John Power, the Companys President and Chief Executive Officer in the amount of $45,000, the proceeds of which were primarily used for working capital. We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock. Currently, there are no arrangements in place for additional equity funding or new loans. |
Note 2_ Summary of Significan20
Note 2: Summary of Significant Accounting Policies: Basis of Presentation and Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiary, Athena Minerals, Inc. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Note 2_ Summary of Significan21
Note 2: Summary of Significant Accounting Policies: Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Reclassifications | Reclassifications Certain reclassifications may have been made to our prior years consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
Note 2_ Summary of Significan22
Note 2: Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the periods presented. We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. |
Note 2_ Summary of Significan23
Note 2: Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We value our financial assets and liabilities using fair value measurements. Our financial instruments primarily consist of cash and cash equivalents, accounts payable, accrued liabilities, amounts due to related parties and notes payable to related parties. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of cash and cash equivalents, accounts payable, accrued liabilities, notes payable to related parties and other amounts due to related parties approximate fair value because of the short-term nature of these financial instruments. |
Note 2_ Summary of Significan24
Note 2: Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Concentrations of Credit Risk | Concentrations of Credit Risk Our financial instruments which potentially subject us to credit risk are our cash and cash equivalents. We maintain our cash and cash equivalents at reputable financial institutions and currently, we are not exposed to significant credit risk. |
Note 2_ Summary of Significan25
Note 2: Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Note 2_ Summary of Significan26
Note 2: Summary of Significant Accounting Policies: Mineral Rights - Unproven (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Mineral Rights - Unproven | Mineral Rights - Unproven We have determined that our mining rights meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; and options to purchase or lease mineral properties. If we establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The net carrying value of our mineral rights represents the fair value at the time the mineral rights were acquired less accumulated depletion and any impairment losses. Proven and probable reserves have not been established for mineral rights as of December 31, 2016. No impairment loss was recognized during the years ended December 31, 2016 and 2015, and mineral rights are net of $0 of impairment losses as of December 31, 2016. |
Note 2_ Summary of Significan27
Note 2: Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Note 2_ Summary of Significan28
Note 2: Summary of Significant Accounting Policies: Notes Payable and Credit Facility- Related Parties (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Notes Payable and Credit Facility- Related Parties | Notes Payable and Credit Facility Related Parties Notes payable and the credit facility payable to related parties are classified as current liabilities as the note holders are control persons and have the ability to control the repayment dates of the notes. |
Note 2_ Summary of Significan29
Note 2: Summary of Significant Accounting Policies: Exploration Costs (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Exploration Costs | Exploration Costs Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our consolidated balance sheets. |
Note 2_ Summary of Significan30
Note 2: Summary of Significant Accounting Policies: Share-based Payments (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Share-based Payments | Share-based Payments We measure and recognize compensation expense or professional services expense for all share-based payment awards made to employees, directors and non-employee consultants based on estimated fair values. We estimate the fair value of stock options on the date of grant using the Black-Scholes-Merton option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected life of the options. We expense share-based compensation, adjusted for estimated forfeitures, using the straight-line method over the vesting term of the award for our employees and directors and over the expected service term for our non-employee consultants. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. Our excess tax benefits, if any, cannot be credited to stockholders equity until the deduction reduces cash taxes payable; accordingly, we realized no excess tax benefits during any of the periods presented in the accompanying consolidated financial statements. |
Note 2_ Summary of Significan31
Note 2: Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Income Taxes | Income Taxes We account for income taxes through the use of the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and for income tax carry-forwards. A valuation allowance is recorded to the extent that we cannot conclude that realization of deferred tax assets is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We follow a two-step approach to recognizing and measuring tax benefits associated with uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if, based on the technical merits, it is more likely than not that the tax position will be sustained upon examination by a taxing authority, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement with a taxing authority. We recognize interest and penalties, if any, related to uncertain tax positions in our provision for income taxes in the consolidated statements of operations. To date, we have not recognized any tax benefits from uncertain tax positions. |
Note 2_ Summary of Significan32
Note 2: Summary of Significant Accounting Policies: Net Loss Per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Net Loss Per Common Share | Net Loss per Common Share We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share is similar to our computation of basic net loss per common share except that the numerator is increased to exclude charges which would not have been incurred, and the denominator is increased to include the number of additional common shares that would have been outstanding (using the if-converted and treasury stock methods) if securities containing potentially dilutive common shares (stock options and convertible debt) had been converted to common shares, and if such assumed conversion is dilutive. At December 31, 2016 and 2015, 2,503,094 and 2,460,807, respectively, potentially dilutive shares comprised of common stock purchase warrants, shares underlying outstanding stock options and shares issuable upon conversions of debt have been excluded from diluted net loss per common share because the impact of such inclusion would be anti-dilutive. |
Note 2_ Summary of Significan33
Note 2: Summary of Significant Accounting Policies: Recently Adopted Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Note 3 - Mineral Rights and P34
Note 3 - Mineral Rights and Properties: Schedule of Mineral Rights and Properties (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Mineral Rights and Properties | December 31, 2016 December 31, 2015 Mineral properties $ 185,290 $ 156,707 Mineral rights Langtry Project 1,883,498 1,828,635 Mineral rights and properties $ 2,068,788 $ 1,985,342 |
Note 4 - Fair Value of Financ35
Note 4 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Carrying Value at Fair Value Measurement at December 31, 2016 December 31, 2016 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 1,130 $ $ $ 1,130 Derivative liability Convertible note payable $ 61,980 $ $ $ 61,980 Carrying Value at Fair Value Measurement at December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Derivative liability - Warrants $ 530 $ $ $ 530 Derivative liability Convertible note payable $ 8,140 $ $ $ 8,140 |
Note 4 - Fair Value of Financ36
Note 4 - Fair Value of Financial Instruments: Summary of changes in the derivative liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Summary of changes in the derivative liabilities | Balance, December 31, 2014 $ 7,320 Convertible note payable - value at inception 31,710 Total gains, (unrealized, realized) included in net loss (30,360) Balance, December 31, 2015 8,670 Total losses, (unrealized, realized) included in net loss 54,440 Balance, December 31, 2016 $ 63,110 |
Note 5 - Derivative Liabiliti37
Note 5 - Derivative Liabilities and Note Payable: Schedule of Change in fair value of derivative warrant liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Change in fair value of derivative warrant liability | Balance, December 31, 2014 $ 7,320 Total gains, (unrealized, realized) included in net loss (6,790) Balance, December 31, 2015 530 Total losses, (unrealized, realized) included in net loss 600 Balance, December 31, 2016 $ 1,130 |
Note 5 - Derivative Liabiliti38
Note 5 - Derivative Liabilities and Note Payable: Schedule of Assumptions used to value derivative warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Assumptions used to value derivative warrants | Fair value assumptions derivative warrants: December 31, 2016 Risk free interest rate 0.51% Expected term (years) 0.1 Expected volatility 269% Expected dividends 0% |
Schedule of Assumptions used to value derivative warrants | Fair value assumptions derivative warrants: December 31, 2015 Risk free interest rate 0.65% Expected term (years) 1.1 Expected volatility 146% Expected dividends 0% |
Note 5 - Derivative Liabiliti39
Note 5 - Derivative Liabilities and Note Payable: Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable | Balance, December 31, 2014 $ 0 Convertible note payable - value at inception 31,710 Total gains, (unrealized, realized) included in net loss (23,570) Balance, December 31, 2015 8,140 Total losses, (unrealized, realized) included in net loss 53,840 Balance, December 31, 2016 $ 61,980 |
Note 5 - Derivative Liabiliti40
Note 5 - Derivative Liabilities and Note Payable: Schedule of assumptions used to value Derivative Note discount (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of assumptions used to value Derivative Note discount | Fair value assumptions derivative: December 31, 2016 Risk free interest rate 0.85% Expected term (years) 1.0 Expected volatility 259% Expected dividends 0% The following table summarizes the assumptions used to value the derivative Note discount at December 31, 2015: Fair value assumptions derivative: December 31, 2015 Risk free interest rate 0.65% Expected term (years) 1.0 Expected volatility 195% Expected dividends 0% |
Note 8 - Share-based Compensa41
Note 8 - Share-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Shares Weighted Average Exercise Price Outstanding at December 31, 2014 750,000 $ 0.29 Options granted 0 Outstanding at December 31, 2015 750,000 $ 0.29 Options expired (150,000) $ 0.43 Outstanding at December 31, 2016 600,000 $ 0.26 |
Note 10 - Income Taxes_ Schedul
Note 10 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Years Ended December 31, 2016 2015 Expected federal income tax benefit at statutory rate $ 95,884 $ 101,816 State taxes 9,870 10,481 Change in valuation allowance (105,754) (112,297) Income tax benefit $ $ |
Note 10 - Income Taxes_ Sched43
Note 10 - Income Taxes: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | December 31, 2016 2015 Net operating loss $ 2,495,172 $ 2,389,418 Valuation allowance (2,495,172) (2,389,418) Deferred tax assets, net of allowance $ $ |
Note 1 - Organization, Basis 44
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Details | |
Entity Incorporation, State Country Name | Delaware |
Entity Incorporation, Date of Incorporation | Dec. 23, 2003 |
Note 1 - Organization, Basis 45
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Liquidity and Going Concern (Details) | 84 Months Ended |
Dec. 31, 2016USD ($) | |
Details | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (6,851,898) |
Note 2_ Summary of Significan46
Note 2: Summary of Significant Accounting Policies: Mineral Rights - Unproven (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Mineral Properties, Accumulated Impairment | $ 0 | $ 0 |
Note 2_ Summary of Significan47
Note 2: Summary of Significant Accounting Policies: Net Loss Per Common Share (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,460,807 | 2,503,094 |
Note 3 - Mineral Rights and P48
Note 3 - Mineral Rights and Properties: Schedule of Mineral Rights and Properties (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Mineral properties | ||
Property, Plant and Equipment, Gross | $ 185,290 | $ 156,707 |
Mineral rights - Langtry Project | ||
Property, Plant and Equipment, Gross | 1,883,498 | 1,828,635 |
Mineral rights and properties | ||
Property, Plant and Equipment, Gross | $ 2,068,788 | $ 1,985,342 |
Note 3 - Mineral Rights and P49
Note 3 - Mineral Rights and Properties: Mineral Properties (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Mineral properties - Section 16 Property | |
Noncash or Part Noncash Acquisition, Description | we purchased 33+/- acres of land (“Section 16 Property”) |
Payments for (Proceeds from) Acquisition | $ 28,582 |
Mineral properties - Castle Rock | |
Noncash or Part Noncash Acquisition, Description | we purchased 160 acres of land (“Castle Rock”), located in the eastern Calico Mining District, San Bernardino County, California |
Payments for (Proceeds from) Acquisition | $ 21,023 |
Mineral properties - Section 13 Property | |
Noncash or Part Noncash Acquisition, Description | we purchased 661 acres of land (“Section 13 Property”) in fee simple |
Payments for (Proceeds from) Acquisition | $ 135,685 |
Note 3 - Mineral Rights and P50
Note 3 - Mineral Rights and Properties (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Mineral rights - Langtry Project | |
Noncash or Part Noncash Acquisition, Description | we entered into a 20 year Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”) granting us the exclusive right to explore, develop and conduct mining operations on a group of 20 patented mining claims |
Note 3 - Mineral Rights and P51
Note 3 - Mineral Rights and Properties: Mineral Rights (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Mineral rights and properties | |
Operating Leases, Rent Expense | $ 226,522 |
Note 4 - Fair Value of Financ52
Note 4 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative warrant liability | $ 1,130 | $ 530 |
Derivative liability - Convertible note payable | 61,980 | 8,140 |
Fair Value, Inputs, Level 1 | ||
Derivative warrant liability | 0 | 0 |
Derivative liability - Convertible note payable | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Derivative warrant liability | 0 | 0 |
Derivative liability - Convertible note payable | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Derivative warrant liability | 1,130 | 530 |
Derivative liability - Convertible note payable | $ 61,980 | $ 8,140 |
Note 4 - Fair Value of Financ53
Note 4 - Fair Value of Financial Instruments: Summary of changes in the derivative liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Derivative Liabilities, Starting Balance | $ 8,670 | $ 7,320 |
Convertible Debt, Fair Value Disclosures | 31,710 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (30,360) | |
Derivative Liabilities, Endling Balance | 63,110 | $ 8,670 |
Derivative, Gain (Loss) on Derivative, Net | $ 54,440 |
Note 5 - Derivative Liabiliti54
Note 5 - Derivative Liabilities and Note Payable: Schedule of Change in fair value of derivative warrant liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Derivative Warrant Liability, Fair Value, Starting Balance | $ (530) | $ (7,320) |
Derivative Warrant Liability, Fair Value, Total (gains) or losses (realized/unrealized) included in net income (loss) | (6,790) | |
Derivative Warrant Liability, Fair Value, Total (gains) or losses (realized/unrealized) included in net income (loss) | 600 | |
Derivative Warrant Liability, Fair Value, Ending Balance | $ (1,130) | $ (530) |
Note 5 - Derivative Liabiliti55
Note 5 - Derivative Liabilities and Note Payable: Schedule of Assumptions used to value derivative warrants (Details) - Derivative Warrants | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assumptions, Risk Free Interest Rate | 0.51% | 0.65% |
Fair Value Assumptions, Expected Term | 1 month 6 days | 1 year 1 month 6 days |
Fair Value Assumptions, Expected Volatility Rate | 269.00% | 146.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Note 5 - Derivative Liabiliti56
Note 5 - Derivative Liabilities and Note Payable: Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Fair Value of Derivative Liability, Convertible Note Payable, Balance at End of Period | $ 8,140 | $ 0 |
Convertible note payable - value at inception | 31,710 | |
Derivative Liability, Convertible Note Payable, Total losses (realized/unrealized) included in net loss | 53,840 | (23,570) |
Fair Value of Derivative Liability, Convertible Note Payable, Balance at End of Period | $ 61,980 | $ 8,140 |
Note 5 - Derivative Liabiliti57
Note 5 - Derivative Liabilities and Note Payable: Schedule of assumptions used to value Derivative Note discount (Details) - Derivative Note discount | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assumptions, Risk Free Interest Rate | 0.85% | 0.65% |
Fair Value Assumptions, Expected Term | 1 year | 1 year |
Fair Value Assumptions, Expected Volatility Rate | 259.00% | 195.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Note 5 - Derivative Liabiliti58
Note 5 - Derivative Liabilities and Note Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Note discount | ||
Derivative Note, Accrued Interest | $ 5,569 | $ 2,343 |
Note 6 - Credit Agreement and59
Note 6 - Credit Agreement and Notes Payable - Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Notes Payable Related Parties - Mr. Gibbs | ||
Borrowings under convertible note payble | $ 215,620 | $ 254,000 |
John D. Gibbs, a significant shareholder | ||
Line of Credit Facility, Initiation Date | Jul. 18, 2012 | |
Line of Credit Facility, Affiliated Borrower | Mr. Gibbs, a significant shareholder | |
Line of Credit Facility, Interest Rate Description | 5% | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,750,000 | |
Line of Credit Facility, Expiration Date | Dec. 31, 2017 | |
Line of Credit Facility, Covenant Compliance | The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events) | |
Line of Credit Facility, Fair Value of Amount Outstanding | $ 1,715,620 | 1,500,000 |
Accrued interest on notes payble | $ 257,916 | 176,733 |
John Power, President & CEO | ||
Debt Instrument, Issuance Date | Sep. 12, 2016 | |
Debt Instrument, Issuer | Mr. John Power, the Company’s President and Chief Executive Officer | |
Debt Instrument, Face Amount | $ 45,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Debt Instrument, Maturity Date | Sep. 12, 2018 | |
Debt Instrument, Frequency of Periodic Payment | monthly | |
Debt Instrument, Periodic Payment, Principal | $ 1,994 | |
Debt Instrument, Date of First Required Payment | Oct. 12, 2016 | |
Long-term Debt, Gross | $ 39,665 | |
Debt Instrument, Increase, Accrued Interest | 124 | |
Related Parties | ||
Interest Expense | $ 81,956 | $ 68,806 |
Note 8 - Share-based Compensa60
Note 8 - Share-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 750,000 | 750,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.29 | $ 0.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 600,000 | 750,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.26 | $ 0.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (150,000) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0.43 |
Note 8 - Share-based Compensa61
Note 8 - Share-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Weighted average contractual life of all outstanding options | $ 1.3 | |
Share-based Compensation | $ 0 | $ 0 |
Note 9 - Related Party Transa62
Note 9 - Related Party Transactions: Management Fees - Related Parties (Details) - Mr. Power - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Management Fee Expense | $ 30,000 | $ 30,000 |
Management Fee Payable | $ 25,000 | $ 2,500 |
Note 9 - Related Party Transa63
Note 9 - Related Party Transactions: Accrued Interest - Related Parties (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Mr. Gibbs | ||
Interest Payable to Related Party Current | $ 257,916 | $ 176,733 |
Note 9 - Related Party Transa64
Note 9 - Related Party Transactions: Advances Payable - Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Advances from Related Parties outstanding | $ 0 | $ 0 |
Mr. Power | ||
Advances from Related Parties | $ 7,250 |
Note 10 - Income Taxes_ Sched65
Note 10 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 95,884 | $ 101,816 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 9,870 | 10,481 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | (105,754) | (112,297) |
Income Tax Expense (Benefit), Intraperiod Tax Allocation | $ 0 | $ 0 |
Note 10 - Income Taxes_ Sched66
Note 10 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Deferred Tax Assets, Net Opeating (Income) Loss | $ 2,495,172 | $ 2,389,418 |
Deferred Tax Assets, Valuation Allowance | (2,495,172) | (2,389,418) |
Deferred Tax Assets, Net | $ 0 | $ 0 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Event 1 | |
Subsequent Event, Description | Company borrowed an additional $90,000 under the credit agreement from Mr. Gibbs. |
Event 2 | |
Subsequent Event, Description | the Company paid an option payment in the amount of $44,675 on its Langtry project for the period March 15, 2017 to March 15, 2018 |