Document and Entity Information
Document and Entity Information - $ / shares | Nov. 08, 2017 | Sep. 30, 2017 |
Details | ||
Registrant Name | ATHENA SILVER CORP | |
Registrant CIK | 1,304,409 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2017 | |
Fiscal Year End | --12-31 | |
Trading Symbol | asc | |
Tax Identification Number (TIN) | 900,775,276 | |
Number of common stock shares outstanding | 36,202,320 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | Delaware | |
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 (un
Consolidated Balance Sheets (unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 2,546 | $ 1,582 |
Prepaid expenses | 2,500 | 0 |
Total current assets | 5,046 | 1,582 |
Mineral rights and properties - unproven | 2,113,463 | 2,068,788 |
Total assets | 2,118,509 | 2,070,370 |
Liabilities and Equity | ||
Total Liabilities | 2,510,035 | 2,316,620 |
Commitments and contingencies | 0 | 0 |
Shareholders' equity: | ||
Common stock | 3,620 | 3,620 |
Additional paid-in capital | 6,602,028 | 6,602,028 |
Accumulated deficit | (6,997,174) | (6,851,898) |
Total shareholders' equity | (391,526) | (246,250) |
Total liabilities and shareholders' equity | 2,118,509 | 2,070,370 |
Current liabilities: | ||
Accounts payable | 18,357 | 16,346 |
Accrued liabilities | 57,000 | 37,000 |
Accrued interest | 8,197 | 5,569 |
Accrued interest - related parties | 325,718 | 258,040 |
Deed amendment liability - short-term portion | 10,000 | 10,000 |
Derivative liabilities | 25,700 | 63,110 |
Convertible note payable | 51,270 | 51,270 |
Current portion of Note payable - related party | 23,173 | 39,665 |
Convertible credit facility, related party | 1,880,620 | 1,715,620 |
Total current liabilities | 2,400,035 | 2,196,620 |
Deed amendment liability | 110,000 | 120,000 |
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (u3
Consolidated Balance Sheets (unaudited) - Parenthetical - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating expenses: | ||||
Exploration costs | $ 0 | $ 9,326 | $ 761 | $ 9,489 |
General and administrative expenses | 36,835 | 23,411 | 110,161 | 104,669 |
Total operating expenses | 36,835 | 32,737 | 110,922 | 114,158 |
Operating Income (Loss) | (36,835) | (32,737) | (110,922) | (114,158) |
Other income (expense): | ||||
Interest expense | (24,736) | (21,792) | (71,764) | (62,296) |
Change in fair value of derivative warrant liability | 65,970 | 24,490 | 37,410 | (55,410) |
Total other income (expense) | 41,234 | 2,698 | (34,354) | (117,706) |
Net Income (Loss) | $ 4,399 | $ (30,039) | $ (145,276) | $ (231,864) |
Basic and diluted net income (loss) per common share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Basic and diluted weighted-average common shares outstanding | 36,202,320 | 36,202,320 | 36,202,320 | 36,202,320 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (145,276) | $ (231,864) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative warrant liability | (37,410) | 55,410 |
Changes in operating assets and liabilities: | ||
Change in Prepaid expenses | (2,500) | (1,875) |
Change in Accounts payable | 2,010 | 2,932 |
Change in Accrued interest - related parties | 67,679 | 59,881 |
Change in Accrued liabilities and other liabilities | 22,628 | 17,415 |
Net cash used in operating activities | (92,869) | (98,101) |
Cash flows from investing activities: | ||
Acquisition of mineral rights | (44,675) | (121,113) |
Net cash used in investing activities | (44,675) | (121,113) |
Cash flows from financing activities: | ||
Proceeds on advances payable - related parties | 4,700 | 7,250 |
Payments on advances payable - related parties | (4,700) | (5,750) |
Borrowings from notes payable - related parties | 165,000 | 228,120 |
Payment on deed amendment liability | (10,000) | (10,000) |
Increase (Decrease) in Due to Affiliates | (16,492) | 0 |
Net cash provided by financing activities | 138,508 | 219,620 |
Net increase (decrease) in cash | 964 | 406 |
Cash and cash equivalents | 1,582 | 1,055 |
Cash and cash equivalents | 2,546 | 1,461 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,458 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: | At September 30, 2017, we had not yet achieved profitable operations and we have accumulated losses of $6,997,174 since our inception. We expect to incur further losses in the development of our business, all of which raise 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 March 31, 2017, we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the convertible credit facility to $2,000,000. The maturity date of the credit line is December 31, 2017. 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 - Mineral Rights and Pro
Note 2 - Mineral Rights and Properties | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 2 - Mineral Rights and Properties: | September 30, 2017 December 31, 2016 Mineral properties $ 185,290 $ 185,290 Mineral rights – Langtry Project 1,928,173 1,883,498 Mineral rights and properties $ 2,113,463 $ 2,068,788 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. · If we are in breach of the Lease/Option, the Lessor will have the option to terminate the Lease by giving us 30 days’ written notice. The Lease also provides us with the right to terminate the Lease without penalty on March 15th of each year during the Lease term by giving the lessor 30 days’ written notice of termination on or before February 13th of each year. · The Langtry Property is also subject to a net smelter royalty in favor of Mobil Exploration and Producing North America Inc. from the sale of concentrates, precipitates or metals produced from ores mined from the royalty acreage. The agreement dated April 30, 1987 granted a base net smelter royalty of 3% plus an additional incremental 2% royalty on net smelter proceeds from silver sales above $10.00 per troy ounce plus an additional incremental 2% royalty on net smelter proceeds from silver sales above $15.00 per troy ounce. · On May 28, 2015 we executed an amendment to the deed underlying the Langtry Lease to cap at 2% the net smelter royalty that would be due to Mobil Exploration and Producing North America Inc. (“Mobil”) from any future sales of concentrates, precipitates or metals produced from ores mined from the royalty acreage. In consideration for the amendment, we agreed to pay an amendment fee of $150,000, with $10,000 due at the time of the agreement and the balance payable $10,000 each June 1 st until paid in full. We paid the initial $10,000 upon execution of the amendment, $10,000 which was due in June 2016, and $10,000 which was due in June 2017. The next payment is due June 1, 2018. If we sell our interest in the Lease or enter into an agreement, joint venture or other agreement for the exploration and development of the Langtry Property, the amendment fee shall become due and payable immediately. 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. All commitments and obligations under our prior 2010 Lease and the 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. In addition, as of September 30, 2017 all regulatory obligations due or accrued regarding our mineral rights had been paid, and all our claims remain in good standing. |
Note 3 - Fair Value of Financia
Note 3 - Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 3 - Fair Value of Financial Instruments: | Note 3 - 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. Carrying Value at Fair Value Measurement at September 30, 2017 September 30, 2017 Level 1 Level 2 Level 3 Derivative liability – Convertible note payable $ 25,700 $ - $ - $ 25,700 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 A summary of the changes in the derivative liabilities is as follows: Balance, December 31, 2016 $ 63,110 Total gains, (unrealized, realized) included in net loss (37,410) Balance, September 30, 2017 $ 25,700 The carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments. |
Note 4 - Derivative Liabilities
Note 4 - Derivative Liabilities and Note Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 4 - Derivative Liabilities and 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 Company’s 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 Company’s common stock at a conversion price of $0.0735 Fair value assumptions – derivative: September 30, 2017 Risk free interest rate 1.31% Expected term (years) 1.0 Expected volatility 207% Expected dividends 0% The following table summarizes the assumptions used to value the derivative liability 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% Accrued interest totaled $8,197 and $5,569 at September 30, 2017 and December 31, 2016, respectively, and is included in Accrued interest on the accompanying consolidated balance sheets. |
Note 5 - Credit Agreement and N
Note 5 - Credit Agreement and Notes Payable - Related Parties | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 5 - Credit Agreement and Notes Payable - Related Parties: | Note 5 – 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, is convertible, at the option of the lender, into common shares at a conversion price of $0.50 per share. Since its inception we have amended the credit agreement several times to either increase the borrowing limit and/or extend the maturity date. An amendment effective October 13, 2016 extended the maturity date to December 31, 2017, and effective March 31, 2017 we amended the credit agreement to increase the borrowing limit under the line of credit to $2,000,000. All other provisions under the agreement have 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 $1,880,620 and $1,715,620 at September 30, 2017 and December 31, 2016, respectively. Borrowings under our convertible note payable to Mr. Gibbs were $165,000 and $228,120 for the nine months ended September 30, 2017 and 2016, respectively, and were generally used to pay certain mining lease obligations as well as operating expenses. No principal or interest payments have made to Mr. Gibbs since the inception of the convertible credit facility. As of September 30, 2017 there remained $119,380 of credit available for future borrowings. Total accrued interest on the notes payable to Mr. Gibbs was $325,650 and $257,916 at September 30, 2017 and December 31, 2016, 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 Company’s 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 principal and interest payments of $1,994 beginning on October 12, 2016. During the nine months ended September 30, 2017 a total of $17,950 of regularly scheduled principal and interest payments were made. At September 30, 2017 and December 31, 2016 the Note balance was $23,173 and $39,665, respectively. A total of $68 of interest had accrued since the last payment and is included in Accrued interest – related parties on the accompanying consolidated balance sheets. Interest Expense – Related Parties Total related party interest expense was $69,136 and $59,881 for the nine months ended September 30, 2017 and 2016, respectively. Total related party interest expense was $23,824 and $20,981 for the three months ended September 30, 2017 and 2016, respectively. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 6 - Commitments and Contingencies: | Note 6 - Commitments and Contingencies We are subject to various commitments and contingencies under the Langtry Lease/Option to Purchase as discussed in Note 2 – Mining Rights and Properties. |
Note 7 - Share-based Compensati
Note 7 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 7 - Share-based Compensation | Note 7 - 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, 2015 750,000 $ 0.29 Options expired (150,000) $ 0.43 Outstanding at December 31, 2016 600,000 $ 0.29 Options granted or expired - - Outstanding at September 30, 2017 600,000 $ 0.26 All outstanding options at both September 30, 2017 and December 31, 2016 represent options issued outside the 2004 Equity Incentive Plan. The weighted average contractual life of all outstanding options at September 30, 2017 was 0.52 years. share based compensation expense was recorded for either the three or nine months ended September 30, 2017 or 2016. |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 8 - Related Party Transactions | Note 8 – 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 5 – 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. There exists no arrangement or understanding with respect to the resolution of future conflicts of interest. 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 and Director 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 three and nine-months ended September 30, 2017 and 2016, a total of $7,500 and $22,500, respectively, was recorded as management fees and are included in general and administrative expenses in the accompanying consolidated statements of operations. As of September 30, 2017 and December 31, 2016, $45,000 and $25,000, respectively, of management fees due to Mr. Power had not been paid and are included in accrued liabilities – related parties on the accompanying consolidated balance sheets. The Company is subject to an agreement with a Director to pay a retainer fee of $1,000 per month for his services. For each of the three and nine months ended September 30, 2017 and 2016, a total of $3,000 and $9,000, respectively, was charged as director fees and is included in general and administrative expenses on the accompanying consolidated statements of operations. At both September 30, 2017 and December 31, 2016 a total of $12,000 was unpaid and included in accrued liabilities – related parties on the accompanying consolidated balance sheets. Accrued Interest - Related Parties At September 30, 2017 and December 31, 2016, Accrued interest - related parties includes accrued interest payable to Mr. Gibbs in the amounts of $325,650 and $257,916, respectively, representing unpaid interest on the convertible credit facility. In addition, at September 30, 2017 and December 31, 2016, Accrued interest - related parties includes $68 and $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 nine months ended September 30, 2017, Mr. Power made short-term advances to the Company of $4,700, all of which was repaid during the period. During the nine months ended September 30, 2016, Mr. Power made short-term advances to the Company of $7,250, of which $5,750 was repaid during the period. At both September 30, 2017 and December 31, 2016, 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 9 - Subsequent Events
Note 9 - Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
Note 9 - Subsequent Events | Note 9 - Subsequent Events Subsequent to September 30, 2017 the Company borrowed an additional $10,000 under the credit agreement from Mr. Gibbs. |
Note 1 - Organization, Basis 15
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Basis of Presentation | Basis of Presentation We prepared these interim consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ended September 30, 2017 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2016. |
Note 1 - Organization, Basis 16
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Liquidity and Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Liquidity and Going Concern | At September 30, 2017, we had not yet achieved profitable operations and we have accumulated losses of $6,997,174 since our inception. We expect to incur further losses in the development of our business, all of which raise 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 March 31, 2017, we amended our credit agreement with Mr. John Gibbs, a related party, to increase the borrowing limit under the convertible credit facility to $2,000,000. The maturity date of the credit line is December 31, 2017. 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 - Mineral Rights and P17
Note 2 - Mineral Rights and Properties: Schedule of Mineral Rights and Properties (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Mineral Rights and Properties | September 30, 2017 December 31, 2016 Mineral properties $ 185,290 $ 185,290 Mineral rights – Langtry Project 1,928,173 1,883,498 Mineral rights and properties $ 2,113,463 $ 2,068,788 |
Note 3 - Fair Value of Financ18
Note 3 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Carrying Value at Fair Value Measurement at September 30, 2017 September 30, 2017 Level 1 Level 2 Level 3 Derivative liability – Convertible note payable $ 25,700 $ - $ - $ 25,700 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 |
Note 3 - Fair Value of Financ19
Note 3 - Fair Value of Financial Instruments: Summary of changes in the derivative liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Summary of changes in the derivative liabilities | Balance, December 31, 2016 $ 63,110 Total gains, (unrealized, realized) included in net loss (37,410) Balance, September 30, 2017 $ 25,700 |
Note 4 - Derivative Liabiliti20
Note 4 - Derivative Liabilities and Note Payable: Schedule of Change in fair value of derivative warrant liability (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Change in fair value of derivative warrant liability | Balance, December 31, 2016 $ 1,130 Total gain recognized upon expiration of warrants (1,130) Balance, September 30, 2017 $ - |
Note 4 - Derivative Liabiliti21
Note 4 - Derivative Liabilities and Note Payable: Schedule of Assumptions used to value derivative warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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% |
Note 4 - Derivative Liabiliti22
Note 4 - Derivative Liabilities and Note Payable: Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Change in Fair Value of Derivative Liability - Convertible Note Payable | Balance, December 31, 2016 $ 61,980 Total gains, (unrealized, realized) included in net loss (36,280) Balance, September 30, 2017 $ 25,700 |
Note 4 - Derivative Liabiliti23
Note 4 - Derivative Liabilities and Note Payable: Schedule of assumptions used to value Derivative Note discount (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of assumptions used to value Derivative Note discount | Fair value assumptions – derivative: September 30, 2017 Risk free interest rate 1.31% Expected term (years) 1.0 Expected volatility 207% Expected dividends 0% The following table summarizes the assumptions used to value the derivative liability 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% |
Note 7 - Share-based Compensa24
Note 7 - Share-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Shares Weighted Average Exercise Price Outstanding at December 31, 2015 750,000 $ 0.29 Options expired (150,000) $ 0.43 Outstanding at December 31, 2016 600,000 $ 0.29 Options granted or expired - - Outstanding at September 30, 2017 600,000 $ 0.26 |
Note 1 - Organization, Basis 25
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Details | |
Entity Incorporation, State Country Name | Delaware |
Entity Incorporation, Date of Incorporation | Dec. 23, 2003 |
Note 1 - Organization, Basis 26
Note 1 - Organization, Basis of Presentation, Liquidity and Going Concern: Liquidity and Going Concern (Details) | 93 Months Ended |
Sep. 30, 2017USD ($) | |
Details | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (6,997,174) |
Note 2 - Mineral Rights and P27
Note 2 - Mineral Rights and Properties: Schedule of Mineral Rights and Properties (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Mineral properties | ||
Property, Plant and Equipment, Gross | $ 185,290 | $ 185,290 |
Mineral rights - Langtry Project | ||
Property, Plant and Equipment, Gross | 1,928,173 | 1,883,498 |
Mineral rights and properties | ||
Property, Plant and Equipment, Gross | $ 2,113,463 | $ 2,068,788 |
Note 2 - Mineral Rights and P28
Note 2 - Mineral Rights and Properties: Mineral Properties (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Mineral properties - Section 16 Property | |
Noncash or Part Noncash Acquisition, Description | On August 8, 2016, we purchased 33+/- acres of land (“Section 16 Property”) for |
Payments for (Proceeds from) Acquisition | $ 28,582 |
Mineral properties - Castle Rock | |
Noncash or Part Noncash Acquisition, Description | 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. |
Payments for (Proceeds from) Acquisition | $ 21,023 |
Mineral properties - Section 13 Property | |
Noncash or Part Noncash Acquisition, Description | In 2012, we purchased 661 acres of land (“Section 13 Property”) in fee simple for |
Payments for (Proceeds from) Acquisition | $ 135,685 |
Note 2 - Mineral Rights and P29
Note 2 - Mineral Rights and Properties (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Mineral rights - Langtry Project | |
Noncash or Part Noncash Acquisition, Description | 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 |
Note 3 - Fair Value of Financ30
Note 3 - Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative liability - Convertible note payable | $ 25,700 | $ 61,980 |
Derivative warrant liability | 1,130 | |
Fair Value, Inputs, Level 1 | ||
Derivative liability - Convertible note payable | 0 | 0 |
Derivative warrant liability | 0 | |
Fair Value, Inputs, Level 2 | ||
Derivative liability - Convertible note payable | 0 | 0 |
Derivative warrant liability | 0 | |
Fair Value, Inputs, Level 3 | ||
Derivative liability - Convertible note payable | $ 25,700 | 61,980 |
Derivative warrant liability | $ 1,130 |
Note 3 - Fair Value of Financ31
Note 3 - Fair Value of Financial Instruments: Summary of changes in the derivative liabilities (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Details | |
Derivative Liabilities, Starting Balance | $ 63,110 |
Derivative, Gain (Loss) on Derivative, Net | (37,410) |
Derivative Liabilities, Endling Balance | $ 25,700 |
Note 4 - Derivative Liabiliti32
Note 4 - Derivative Liabilities and Note Payable: Warrants (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2017 |
Derivative Warrant Liability, Fair Value, Starting Balance | $ 1,130 | |
Derivative Warrant Liability, Fair Value, Total (gains) or losses (realized/unrealized) included in net income (loss) | (1,130) | |
Derivative Warrant Liability, Fair Value, Ending Balance | $ 0 | $ 0 |
Derivative Warrants | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.51% | |
Fair Value Assumptions, Expected Term | 1 month 6 days | |
Fair Value Assumptions, Expected Volatility Rate | 269.00% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Note 4 - Derivative Liabiliti33
Note 4 - Derivative Liabilities and Note Payable: Convertible Note Payable (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 |
Fair Value of Derivative Liability, Convertible Note Payable, Balance at Start of Period | $ 61,980 | ||
Derivative Liability, Convertible Note Payable, Total losses (realized/unrealized) included in net loss | (36,280) | ||
Fair Value of Derivative Liability, Convertible Note Payable, Balance at End of Period | $ 25,700 | $ 61,980 | 25,700 |
Derivative Note discount | |||
Fair Value Assumptions, Risk Free Interest Rate | 1.31% | 0.85% | |
Fair Value Assumptions, Expected Term | 1 year | 1 year | |
Fair Value Assumptions, Expected Volatility Rate | 207.00% | 259.00% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |
Derivative Note, Accrued Interest | $ 8,197 | $ 5,569 | $ 8,197 |
Note 5 - Credit Agreement and34
Note 5 - Credit Agreement and Notes Payable - Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Convertible Notes Payable Related Parties - Mr. Gibbs | |||||
Borrowings under convertible note payble | $ 165,000 | $ 228,120 | |||
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, Expiration Date | Dec. 31, 2017 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | $ 2,000,000 | |||
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 | 1,880,620 | $ 1,880,620 | $ 1,715,620 | ||
Accrued interest on notes payble | 325,650 | $ 325,650 | 257,916 | ||
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 | $ 45,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 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 | $ 23,173 | $ 23,173 | $ 39,665 | ||
Debt Instrument, Increase, Accrued Interest | 68 | ||||
Related Parties | |||||
Interest Expense | $ 23,824 | $ 20,981 | $ 69,136 | $ 59,881 |
Note 7 - Share-based Compensa35
Note 7 - Share-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 600,000 | 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, Outstanding, Number, Ending Balance | 600,000 | 600,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.26 | $ 0.29 |
Note 7 - Share-based Compensa36
Note 7 - Share-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Details | ||||
Weighted average contractual life of all outstanding options | $ 0.52 | |||
Share-based Compensation | $ 0 | $ 0 | $ 0 | $ 0 |
Note 8 - Related Party Transa37
Note 8 - Related Party Transactions: Management Fees - Related Parties (Details) - Mr. Power - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Management Fee Expense | $ 7,500 | $ 22,500 | $ 7,500 | $ 22,500 | |
Management Fee Payable | $ 45,000 | $ 45,000 | $ 25,000 |
Note 8 - Related Party Transa38
Note 8 - Related Party Transactions: Accrued Interest - Related Parties (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Mr. Gibbs | ||
Interest Payable to Related Party Current | $ 325,650 | $ 257,916 |
Note 8 - Related Party Transa39
Note 8 - Related Party Transactions: Advances Payable - Related Parties (Details) - Mr. Power - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Advances from Related Parties | $ 4,700 | $ 7,250 | |
Advances Payable Current | $ 0 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Event 1 | |
Subsequent Event, Description | the Company borrowed an additional $10,000 under the credit agreement from Mr. Gibbs. |