Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 03, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | ATHENA SILVER CORP | |
Entity Central Index Key | 0001304409 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,932,320 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Small Business | true | |
Entity Emerging Growth | true | |
Entity ExTransition Period | false | |
Entity shell | false | |
Entity Interactive data | Yes | |
Entity File Number | 000-51808 | |
Entity Incorporation State Code | DE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 5,583 | $ 117 |
Total current assets | 5,583 | 117 |
Land held for investment | 185,290 | 185,290 |
Total assets | 190,873 | 185,407 |
Current liabilities: | ||
Accounts payable | 48,423 | 28,098 |
Accrued liabilities - related parties | 96,500 | 76,500 |
Accrued lease option liability | 0 | 10,000 |
Accrued interest | 20,061 | 16,897 |
Accrued interest - related parties | 639,720 | 555,872 |
Advances payable - related party | 132,761 | 29,450 |
Deed amendment liability - short-term portion | 10,000 | 10,000 |
Convertible note payable, net of discount of $18,311 and $0 | 38,452 | 51,270 |
Convertible credit facility - related party | 2,244,870 | 2,202,120 |
Total current liabilities | 3,230,787 | 2,980,207 |
Deed amendment liability | 80,000 | 90,000 |
Total liabilities | 3,310,787 | 3,070,207 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock - $0.0001 par value; 100,000,000 shares authorized, 37,032,320 and 36,532,320 issued and outstanding | 3,703 | 3,653 |
Additional paid-in capital | 6,650,418 | 6,618,495 |
Accumulated deficit | (9,774,035) | (9,506,948) |
Total stockholders' deficit | (3,119,914) | (2,884,800) |
Total liabilities and stockholders' deficit | $ 190,873 | $ 185,407 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Discount on convertible notes | $ 18,311 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ .0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,032,320 | 36,532,320 |
Common stock, shares outstanding | 37,032,320 | 36,532,320 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
Exploration costs | $ 52,154 | $ 0 | $ 52,154 | $ 40,000 |
General and administrative expenses | 52,777 | 26,184 | 117,713 | 94,234 |
Total operating expenses | 104,931 | 26,184 | 169,867 | 134,234 |
Operating loss | (104,931) | (26,184) | (169,867) | (134,234) |
Other income (expense): | ||||
Interest expense | (35,283) | (28,185) | (97,220) | (82,335) |
Net loss | $ (140,214) | $ (54,369) | $ (267,087) | $ (216,569) |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Basic and diluted weighted-average common shares outstanding | 36,597,537 | 36,532,320 | 36,554,218 | 36,532,320 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 36,532,320 | |||
Beginning balance, value at Dec. 31, 2018 | $ 3,653 | $ 6,618,495 | $ (9,255,432) | $ (2,633,284) |
Cumulative adjustment upon adoption of ASU 2017-11 | 14,730 | 14,730 | ||
Net loss | (216,569) | (216,569) | ||
Ending balance, shares at Sep. 30, 2019 | 36,532,320 | |||
Ending balance, value at Sep. 30, 2019 | $ 3,653 | 6,618,495 | (9,457,271) | (2,835,123) |
Beginning balance, shares at Jun. 30, 2019 | 36,532,320 | |||
Beginning balance, value at Jun. 30, 2019 | $ 3,653 | 6,618,495 | (9,402,902) | (2,780,754) |
Net loss | (54,369) | (54,369) | ||
Ending balance, shares at Sep. 30, 2019 | 36,532,320 | |||
Ending balance, value at Sep. 30, 2019 | $ 3,653 | 6,618,495 | (9,457,271) | (2,835,123) |
Beginning balance, shares at Dec. 31, 2019 | 36,532,320 | |||
Beginning balance, value at Dec. 31, 2019 | $ 3,653 | 6,618,495 | (9,506,948) | (2,884,800) |
Convertible note beneficial conversion feature | 21,973 | 21,973 | ||
Sale of common stock, shares | 500,000 | |||
Sale of common stock, value | $ 50 | 9,950 | 10,000 | |
Net loss | (267,087) | (267,087) | ||
Ending balance, shares at Sep. 30, 2020 | 37,032,320 | |||
Ending balance, value at Sep. 30, 2020 | $ 3,703 | 6,650,418 | (9,774,035) | (3,119,914) |
Beginning balance, shares at Jun. 30, 2020 | 36,532,320 | |||
Beginning balance, value at Jun. 30, 2020 | $ 3,653 | 6,640,468 | (9,633,821) | (2,989,700) |
Sale of common stock, shares | 500,000 | |||
Sale of common stock, value | $ 50 | 9,950 | 10,000 | |
Net loss | (140,214) | (140,214) | ||
Ending balance, shares at Sep. 30, 2020 | 37,032,320 | |||
Ending balance, value at Sep. 30, 2020 | $ 3,703 | $ 6,650,418 | $ (9,774,035) | $ (3,119,914) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (267,087) | $ (216,569) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 9,155 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (3,000) |
Accounts payable | 20,325 | 6,476 |
Accrued interest - related parties | 83,848 | 79,370 |
Accrued liabilities and other liabilities | 13,164 | 19,465 |
Net cash used in operating activities | (140,595) | (114,258) |
Cash flows from investing activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from advances from related parties | 126,498 | 26,850 |
Payments on advances from related parties | (23,187) | (16,350) |
Proceeds from sale of common stock | 10,000 | 0 |
Payment on deed amendment liability | (10,000) | (10,000) |
Borrowings from credit facility and notes payable - related parties | 42,750 | 110,000 |
Net cash provided by financing activities | 146,061 | 110,500 |
Net increase (decrease) in cash | 5,466 | (3,758) |
Cash at beginning of period | 117 | 3,991 |
Cash at end of period | 5,583 | 233 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,053 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash financing activities | ||
Discount on note payable - Beneficial conversion feature | 21,973 | 0 |
Cumulative adjustment upon adoption of ASU 2017-11 | $ 0 | $ 14,730 |
1. Organization, Liquidity and
1. Organization, Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, 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 and property in California. 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. On August 21, 2020, Athena entered into a binding letter of intent (“LOI”) with Nubian Resources Ltd. To acquire, Excelsior Springs project, an advanced-stage gold exploration project in Esmeralda County, Nevada. Under the terms of the LOI, Athena has paid a $10,000 deposit to Nubian for an exclusive 90-day due diligence period during which time Nubian and Athena have agreed to finalize definitive agreements with respect to the transaction, and Athena will make an application for listing on a Canadian stock exchange and will raise a minimum of US$750,000. On closing, Athena will have a maximum of 75 million common shares outstanding and will issue Nubian 50 million common shares valued at $0.05 per share, representing an approximate 40% interest in Athena. Nubian has agreed to a hold period of six months from the date of issuance of the Athena consideration shares. Athena plans make Excelsior Springs its flagship project and will commission an updated N.I. 43-101 Technical Report to support its planned listing on a Canadian Stock Exchange that will also detail past work and drill programs and highlight future exploration plans to advance the Property. Our primary focus going forward will be to continue evaluating of our properties, and possible acquisitions of additional mineral rights and exploration, all of which will require additional capital. Further information regarding our land held for investment and mineral rights are discussed below in Note 2 – Land Held for Investment and Unpatented Claims, as well as in our Annual Report on Form 10-K for the year ended December 31, 2019. 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, 2020 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, 2019. Reclassifications Certain reclassifications may have been made to our prior year’s 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. Recent Accounting Pronouncements On July 13, 2017, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I applies to financial instruments such as warrants, convertible debt or convertible preferred stock that contain down round features. Part II replaces the indefinite deferral for certain mandatorily redeemable non-controlling interests and mandatorily redeemable financial instruments of nonpublic entities contained within Accounting Standards Codification (ASC) Topic 480 Liquidity and Going Concern Our interim 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 September 30, 2020, we had not yet achieved profitable operations and we have accumulated losses of $9,774,035 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 September 30, 2019, we amended our credit agreement with Mr. Gibbs to increase the borrowing limit under the convertible credit facility to $2,400,000, and effective September 30, 2020 we amended the agreement to extend the maturity date to December 31, 2020. 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. COVID-19 pandemic |
2. Land Held for Investment and
2. Land Held for Investment and Unpatented Claims | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Land Held for Investment and Unpatented Claims | Note 2 – Land Held for Investment and Unpatented Claims 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 (“Chimney 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. 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 Company is currently evaluating the potential of marketing for sale one or more of its Land Held for Investment parcels. |
3. Langtry Property Lease and D
3. Langtry Property Lease and Deed Amendment Liability | 9 Months Ended |
Sep. 30, 2020 | |
Mineral Industries Disclosures [Abstract] | |
Langtry Property Lease and Deed Amendment Liability | Note 3 – Langtry Property Lease and Deed Amendment Liability The Company was party to a lease with an option to purchase for certain property known as the Langtry property. On April 28, 2020, Athena Silver Corporation entered into Agreement to Terminate Lease with Option to Buy dated March 10, 2016 with Bruce and Elizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable Living Trust dated July 25, 2007, including any and all amendments thereto dated April 28, 2020 with respect to the Langtry Mine in California. As a result of this termination agreement, all scheduled lease option payments due in 2020 and beyond were considered terminated and void upon signing of the Agreement. The Langtry property is 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 Property 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 On April 28, 2020, Athena Silver Corporation entered into Agreement to Grant a 1% Net Smelter Return (NSR) on all Silver Produced from Langtry Mine (the “NSR Agreement”) with Bruce and Elizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable Living Trust dated July 25, 2007 whereby Strachan has agreed to grant to Athena Minerals, Inc. a 1% net smelter return on the Langtry Mine in California, conditioned upon the completion of the Company’s payment obligation of $150,000 to Mobil Exploration in exchange for Mobil agreeing to reduce its net smelter royalty to 2% pursuant to a 2015 agreement between the Company and Mobil. Athena is making annual payments of $10,000 to Mobil, and as of September 30, 2020 we have paid a total of $60,000 so far on this agreement, and the balance of $90,000 was outstanding on September 30, 2020. Athena’s 1% NSR on Langtry will not vest until the payment obligation to Mobil has been completed. As of the date of the filing of this Form 10-Q, there has been no production or sale of any concentrates, precipitates or metals from the Langtry property. |
4. Adoption of ASU 2017-11
4. Adoption of ASU 2017-11 | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Adoption of ASU 2017-11 | Note 4 – Adoption of ASU 2017-11 The Company changed its method of accounting for its convertible note through the adoption of ASU 2017-11 on January 1, 2019 on a modified retrospective basis. Accordingly, the outstanding derivative liability of $14,730 associated with a convertible note payable was eliminated as an adjustment to the beginning accumulated deficit. The following table provides a reconciliation of the derivative liability and accumulated deficit upon adoption on January 1, 2019: Derivative Accumulated Balance January 1, 2019 (before adoption of ASU 2017-11) $ 14,730 $ (9,255,432 ) Reclassified derivative liability and cumulative effect of adoption (14,730 ) 14,730 Balance January 1, 2019 (after adoption of ASU 2017-11) $ – $ (9,240,702 ) |
5. Fair Value of Financial Inst
5. Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – 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 management’s 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 December 31, Fair Value Measurement at December 31, 2018 2018 Level 1 Level 2 Level 3 Derivative liability – Convertible note payable $ 14,730 $ – $ – $ 14,730 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. |
6. Convertible Note Payable
6. Convertible Note Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 6 – 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 Company’s legal counsel, representing accrued and unpaid fees for past legal services. The Note is unsecured and 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. On April 24, 2020, the Company agreed to reduce the conversion price from $0.0735 per share to $0.021 per share. All other terms of the convertible note remain unchanged, and therefore did not change the cash flows of the note. The Company determined the transaction was considered an extinguishment because of the change in conversion price in which no gain or loss was recorded according to ASC 470-50. However, because the conversion price was reduced below the $0.03 market value on the date of the change, a beneficial conversion feature resulted from the price reduction in the amount of $21,973, which was accounted for as a discount to the debt and a corresponding increase in additional paid in capital. The debt discount is being amortized on a straight-line basis over one year to interest expense. A total of $5,493 and $9,155 was amortized to interest expense during the three and nine-month periods respectively, ending September 30, 2020. The Note also 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, prior to the prospective adoption of ASU 2017-11 on January 1, 2019, the conversion features of the Note were 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 was evaluated quarterly, and upon any quarterly valuations in which the value of the conversion option changed we recognized a gain or loss due to a decrease or increase in the fair value of the derivative liability, respectively. As discussed in Note 4, the Company adopted ASU 2017-11 on January 1, 2019, which resulted in the elimination of the derivative liability of $14,730 at December 31, 2018 as a cumulative adjustment to accumulated deficit. Accrued interest totaled $20,061 and $16,897 at September 30, 2020 and December 31, 2019, respectively, and is included in Accrued interest on the accompanying consolidated balance sheets. |
7. Convertible Credit Facility
7. Convertible Credit Facility - Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Credit Facility - Related Party | Note 7 – 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. Effective September 30, 2019, we amended our credit agreement with Mr. Gibbs to increase the borrowing limit under the convertible credit facility to $2,400,000, and effective September 30, 2020 we amended the agreement to extend the maturity date to December 31, 2020. All other provisions remained unchanged. The modification was not considered substantial. 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 $2,244,870 and $2,202,120 at September 30, 2020 and December 31, 2019, respectively. Borrowings under our convertible note payable to Mr. Gibbs were $42,750 and $110,000 for the nine months ended September 30, 2020 and 2019, respectively, and were generally used to pay certain mining obligations as well as other operating expenses. No principal or interest payments have made to Mr. Gibbs since the inception of the convertible credit facility. As of September 30, 2020, there remained $155,130 of credit available for future borrowings. Total accrued interest on the notes payable to Mr. Gibbs was $639,720 and $555,872 at September 30, 2020 and December 31, 2019, respectively, and are included in Accrued interest - related parties on the accompanying consolidated balance sheets. Interest Expense – Related Parties Total related party interest expense was $28,292 and $27,156 for the three months ended September 30, 2020 and 2019, respectively. Total related party interest expense was $83,848 and $79,370 for the nine months ended September 30, 2020 and 2019, respectively. |
8. Sale of Common Stock
8. Sale of Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Sale of Common Stock | Note 8 – Sale of Common Stock On June 23, 2020 the Company entered into a stock subscription agreement whereby the subscriber agreed to purchase an aggregate of 17,142,857 shares of the Company’s common stock at a private offering price of $0.007 per share, or an aggregate purchase price of $120,000. The purchase price was to be paid in twelve equal monthly installments of $10,000 each with the first installment due on or before June 15, 2020 and continuing thereafter on or before the 15 th On September 18, 2020 and subsequent to receiving the first $10,000 installment, the Company and the subscriber agreed to terminate the subscription agreement. As a result of this Settlement Agreement and Release, the Company agreed to issue 500,000 shares of common stock at $0.02 per share and release both parties of any further obligations regarding the June 23, 2020 subscription agreement. |
9. Commitments and Contingencie
9. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies We are subject to various commitments and contingencies as discussed in Note 3 – Langtry Property Lease and Deed Amendment Liability. |
10. Share-based Compensation
10. Share-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 10 – Share-based Compensation 2004 Equity Incentive Plan All options previously issued under the 2004 Equity Incentive Plan as well as options issued outside the Plan expired unexercised in 2018. No share-based compensation expense was recorded for either the three or nine months ended September 30, 2020 or 2019. |
11. Related Party Transactions
11. Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions Conflicts of Interests Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. Power is a significant shareholder and officer and director of both Athena and Magellan. Mr. Gibbs is a significant shareholder and creditor (see Note 7 – Convertible Credit Facility – 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 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, 2020 and 2019, 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. At September 30, 2020 and December 31, 2019, $96,500 and $76,500, 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. Accrued Interest – Related Parties At September 30, 2020 and December 31, 2019, Accrued interest - related parties includes accrued interest payable to Mr. Gibbs in the amounts of $639,720 and $555,872, respectively, representing unpaid interest on the convertible credit facility. Advances Payable - Related Parties Mr. Power and Mr. Gibbs have 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. 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. During the nine months ended September 30, 2020, Mr. Power made short-term advances to the Company totaling $77,913 and was repaid $23,187 during the period. At September 30, 2020 and December 31, 2019, a total of $84,176 and $29,450 of advances from Mr. Power were outstanding and included in Advances payable – related party on the accompanying consolidated balance sheets. During the nine months ended September 30, 2020, Mr. Gibbs made short-term advances to the Company totaling $48,585. At September 30, 2020 and December 31, 2019, a total of $48,585 and $-0- of advances from Mr. Gibbs were outstanding and included in Advances payable – related party on the accompanying consolidated balance sheets. |
12. Subsequent Events
12. Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events On October 15, 2020 the Company sold 600,000 shares of its common stock to a third party in a private placement. The shares were priced at $0.03 per share resulting in total proceeds of $18,000. On October 26, 2020 the Company sold 300,000 shares of its common stock to a Director in a private placement. The shares were priced at $0.03 per share resulting in total proceeds of $9,000. |
1. Organization, Liquidity an_2
1. Organization, Liquidity and Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 and property in California. 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. On August 21, 2020, Athena entered into a binding letter of intent (“LOI”) with Nubian Resources Ltd. To acquire, Excelsior Springs project, an advanced-stage gold exploration project in Esmeralda County, Nevada. Under the terms of the LOI, Athena has paid a $10,000 deposit to Nubian for an exclusive 90-day due diligence period during which time Nubian and Athena have agreed to finalize definitive agreements with respect to the transaction, and Athena will make an application for listing on a Canadian stock exchange and will raise a minimum of US$750,000. On closing, Athena will have a maximum of 75 million common shares outstanding and will issue Nubian 50 million common shares valued at $0.05 per share, representing an approximate 40% interest in Athena. Nubian has agreed to a hold period of six months from the date of issuance of the Athena consideration shares. Athena plans make Excelsior Springs its flagship project and will commission an updated N.I. 43-101 Technical Report to support its planned listing on a Canadian Stock Exchange that will also detail past work and drill programs and highlight future exploration plans to advance the Property. Our primary focus going forward will be to continue evaluating of our properties, and possible acquisitions of additional mineral rights and exploration, all of which will require additional capital. Further information regarding our land held for investment and mineral rights are discussed below in Note 2 – Land Held for Investment and Unpatented Claims, as well as in our Annual Report on Form 10-K for the year ended December 31, 2019. |
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, 2020 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, 2019. |
Reclassifications | Reclassifications Certain reclassifications may have been made to our prior year’s 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On July 13, 2017, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I applies to financial instruments such as warrants, convertible debt or convertible preferred stock that contain down round features. Part II replaces the indefinite deferral for certain mandatorily redeemable non-controlling interests and mandatorily redeemable financial instruments of nonpublic entities contained within Accounting Standards Codification (ASC) Topic 480 |
Liquidity and Going Concern | Liquidity and Going Concern Our interim 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 September 30, 2020, we had not yet achieved profitable operations and we have accumulated losses of $9,774,035 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 September 30, 2019, we amended our credit agreement with Mr. Gibbs to increase the borrowing limit under the convertible credit facility to $2,400,000, and effective September 30, 2020 we amended the agreement to extend the maturity date to December 31, 2020. 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. COVID-19 pandemic |
4. Adoption of ASU 2017-11 (Tab
4. Adoption of ASU 2017-11 (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Reconciliation after adoption of ASU 2017-11 | The following table provides a reconciliation of the derivative liability and accumulated deficit upon adoption on January 1, 2019: Derivative Accumulated Balance January 1, 2019 (before adoption of ASU 2017-11) $ 14,730 $ (9,255,432 ) Reclassified derivative liability and cumulative effect of adoption (14,730 ) 14,730 Balance January 1, 2019 (after adoption of ASU 2017-11) $ – $ (9,240,702 ) |
5. Fair Value of Financial In_2
5. Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets and liabilities on a recurring basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below: Carrying Value at December 31, Fair Value Measurement at December 31, 2018 2018 Level 1 Level 2 Level 3 Derivative liability – Convertible note payable $ 14,730 $ – $ – $ 14,730 |
1. Organization, Liquidity an_3
1. Organization, Liquidity and Going Concern (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | |
Aug. 21, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Accumulated deficit | $ (9,774,035) | $ (9,506,948) | |
Nubian Resources [Member] | |||
Payment of deposit | $ 10,000 | ||
Mr. Gibbs [Member] | |||
Line of credit maximum borrowing capacity | $ 2,400,000 | ||
Credit line expiration date | Dec. 31, 2020 |
2. Land Held for Investment a_2
2. Land Held for Investment and Unpatented Claims (Details Narrative) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 08, 2016USD ($)a | Dec. 31, 2014USD ($)a | Dec. 31, 2012USD ($)a |
Land held for investment, original cost | $ 185,290 | $ 185,290 | |||
Section 16 Property [Member] | |||||
Land held for investment, original cost | $ 28,582 | ||||
Acres owned | a | 33 | ||||
Castle Rock [Member] | |||||
Land held for investment, original cost | $ 21,023 | ||||
Acres owned | a | 160 | ||||
Section 13 Property [Member] | |||||
Land held for investment, original cost | $ 135,685 | ||||
Acres owned | a | 661 |
3. Langtry Property Lease and_2
3. Langtry Property Lease and Deed Amendment Liability (Details Narrative) - Langtry Lease [Member] | Sep. 30, 2020USD ($) |
Purchase option deposit | $ 60,000 |
Lease option payable | $ 90,000 |
4. Adoption of ASU 2017-11 (Det
4. Adoption of ASU 2017-11 (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Accumulated deficit | $ (9,774,035) | $ (9,506,948) | ||
Accounting Standards Update 2017-11 [Member] | ||||
Derivative liability | $ 0 | $ 14,730 | ||
Accumulated deficit | $ (9,240,702) | (9,255,432) | ||
Accounting Standards Update 2017-11 [Member] | Derivative Liability [Member] | ||||
Reclassified derivative liabiltity and cumulative effect | (14,730) | |||
Accounting Standards Update 2017-11 [Member] | Accumulated Deficit [Member] | ||||
Reclassified derivative liabiltity and cumulative effect | $ 14,730 |
5. Fair Value of Financial In_3
5. Fair Value of Financial Instruments (Details - Fair Value) - Fair Value Measurements Recurring [Member] - Convertible Notes Payable [Member] | Dec. 31, 2018USD ($) |
Derivative liabilty - Convertible note payable | $ 14,730 |
Fair Value Inputs Level 1 [Member] | |
Derivative liabilty - Convertible note payable | 0 |
Fair Value Inputs Level 2 [Member] | |
Derivative liabilty - Convertible note payable | 0 |
Fair Value Inputs Level 3 [Member] | |
Derivative liabilty - Convertible note payable | $ 14,730 |
6. Convertible Note Payable (De
6. Convertible Note Payable (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Apr. 01, 2015 | Apr. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Amortization of discount | $ 9,155 | $ 0 | ||||
Convertible Notes Payable [Member] | Clifford Neuman [Member] | ||||||
Debt issuance date | Apr. 1, 2015 | |||||
Debt face amount | $ 51,270 | |||||
Debt stated interest rate | 6.00% | |||||
Accrued interest | $ 20,061 | 20,061 | $ 16,897 | |||
Conversion price | $ 0.021 | |||||
Beneficial conversion feature | $ 21,973 | |||||
Amortization of discount | $ 5,493 | $ 9,155 |
7. Convertible Credit Facilit_2
7. Convertible Credit Facility - Related Party (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jul. 18, 2012 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Proceeds from line of credit | $ 42,750 | $ 110,000 | ||||
Accrued interest - related parties | $ 639,720 | 639,720 | $ 555,872 | |||
Interest expense, related party | 28,292 | $ 27,156 | 83,848 | 79,370 | ||
Gibbs Credit Agreement [Member] | ||||||
Line of credit issuance date | Jul. 18, 2012 | |||||
Line of credit maximum borrowing capacity | 2,400,000 | $ 2,400,000 | 2,150,000 | |||
Line of credit interest rate | 5.00% | |||||
Line of credit expiration date | Dec. 31, 2020 | |||||
Line of credit amount outstanding | 2,244,870 | $ 2,244,870 | 2,202,120 | |||
Proceeds from line of credit | 42,750 | 110,000 | ||||
Line of credit remaining amount available | 155,130 | 155,130 | ||||
Accrued interest - related parties | $ 639,720 | 639,720 | $ 555,872 | |||
Interest expense, related party | $ 55,557 | $ 52,214 |
8. Sale of Common Stock (Detail
8. Sale of Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 18, 2020 | |
Sale of common stock, value | $ 10,000 | $ 10,000 | |
Common Stock [Member] | |||
Sale of common stock, shares | 500,000 | ||
Sale of common stock, value | $ 10,000 |
10. Share-based Compensation (D
10. Share-based Compensation (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Share based compensation | $ 0 | $ 0 |
11. Related Party Transactions
11. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accrued liabilities - related parties | $ 96,500 | $ 96,500 | $ 76,500 | ||
Proceeds from related party | 126,498 | $ 26,850 | |||
Repayment to related party | 23,187 | 16,350 | |||
Accrued interest - related parties | 639,720 | 639,720 | 555,872 | ||
Advances payable - related party | 132,761 | 132,761 | 29,450 | ||
Power [Member] | |||||
Management fees | 7,500 | $ 7,500 | 22,500 | $ 22,500 | |
Accrued liabilities - related parties | 96,500 | 96,500 | 76,500 | ||
Proceeds from related party | 77,913 | ||||
Repayment to related party | 23,187 | ||||
Advances payable - related party | 84,176 | 84,176 | 29,450 | ||
Gibbs [Member] | |||||
Proceeds from related party | 48,585 | ||||
Accrued interest - related parties | 639,720 | 639,720 | 555,872 | ||
Advances payable - related party | $ 48,585 | $ 48,585 | $ 0 |