Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jan. 31, 2014 | Jul. 31, 2013 | Jul. 30, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'CALIFORNIA GOLD CORP. | ' | ' |
Entity Central Index Key | '0001363573 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Jan-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--01-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $10,977,626 |
Entity Common Stock, Shares Outstanding | ' | 109,776,260 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Current assets: | ' | ' |
Cash | $209,392 | $259,200 |
Prepaid expenses | 14,370 | 16,283 |
Total current assets | 223,762 | 275,483 |
Property and equipment, net | 4,342 | 6,104 |
Mining rights | 108,750 | 91,250 |
Total assets | 336,854 | 372,837 |
Current liabilities: | ' | ' |
Accounts payable | 22,467 | 47,466 |
Accounts payable - related party | 145,858 | 101,873 |
Derivative liabilities | 324,642 | 327,661 |
Convertible notes and interest payable - short-term, net of discount of $243,469 | 19,030 | ' |
Other accrued liabilities - related party | ' | 56,500 |
Total current liabilities | 511,997 | 533,500 |
Convertible notes- long-term | 69,452 | ' |
Total non-current liabilities | 69,452 | ' |
Total liabilities | 581,449 | 533,500 |
Stockholders' deficit: | ' | ' |
Preferred stock, par value $0.001 per share, 22,000,000 shares authorized; 22,000,000 shares issued and outstanding at October 31, 2013 and at January 31, 2013, respectively | 22,000 | 22,000 |
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 125,101,260 and 115,201,260 shares issued and outstanding at January 31, 2014 and 2013, respectively | 125,101 | 115,201 |
Additional paid-in capital | 3,094,596 | 2,534,588 |
Deficit accumulated during the exploration stage | -3,486,292 | -2,832,452 |
Total stockholders' deficit | -244,595 | -160,663 |
Total liabilities and stockholders' deficit | $336,854 | $372,837 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 22,000,000 | 22,000,000 |
Preferred stock, shares issued | 22,000,000 | 22,000,000 |
Preferred stock, shares outstanding | 22,000,000 | 22,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 125,101,260 | 115,201,260 |
Common stock, shares outstanding | 125,101,260 | 115,201,260 |
CONSOLIDATED_STATEMENTS_OF_EXP
CONSOLIDATED STATEMENTS OF EXPENSES (USD $) | 12 Months Ended | 117 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | |
Expenses: | ' | ' | ' |
Mineral property expenses | $48,161 | $233,718 | $715,634 |
Bad debt expense | ' | ' | 559,483 |
Depreciation expense | 1,762 | 1,761 | 4,467 |
General and administrative expenses | 568,071 | 1,066,824 | 3,724,061 |
Total operating expenses | 617,994 | 1,302,303 | 5,003,645 |
Loss from operations | -617,994 | -1,302,303 | -5,003,645 |
Other income (expenses): | ' | ' | ' |
Interest income | 183 | 938 | 3,472 |
Interest expense | -6,951 | ' | -8,714 |
Realized and unrealized gain (loss) on derivatives, net | 3,019 | 1,591,424 | 1,564,900 |
Loss on settlement of debt | -22,788 | ' | -22,788 |
Amortization of debt discount | -9,309 | ' | -18,927 |
Foreign currency exchange loss | ' | -590 | -590 |
Total other income (expenses) | -35,846 | 1,591,772 | 1,517,353 |
Net income (loss) | ($653,840) | $289,469 | ($3,486,292) |
Earnings (loss) per common share: | ' | ' | ' |
Income (loss) per common share - basic and diluted | ($0.01) | $0 | ' |
Weighted average number of common shares outstanding - basic and diluted | 116,180,381 | 114,401,945 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 117 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($653,840) | $289,469 | ($3,486,292) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | 1,762 | 1,761 | 4,467 |
Stock-based compensation | ' | 125,000 | 125,000 |
Stock-based compensation - related party | 149,995 | 307,777 | 1,466,424 |
Amortization of debt discount | 9,309 | ' | 18,927 |
Loss on settlement of related party debt | 35,126 | ' | 35,126 |
Gain on settlement of accounts payable | -12,338 | ' | -12,338 |
Unrealized and realized gain on derivatives, net | -3,019 | -1,591,424 | -1,564,900 |
Changes in operating assets and liabilities: | ' | ' | ' |
Other receivables | ' | 5,907 | ' |
Prepaid expenses | 1,913 | 11,273 | -14,370 |
Prepaid expenses - related party | ' | ' | ' |
Accounts payable and accrued expenses | 63,699 | -2,867 | 312,356 |
Accounts payable - related party | 50,085 | 101,873 | 50,085 |
Other accrued expenses - related party | ' | 54,000 | 56,642 |
Accrued interest - related party | ' | ' | 1,621 |
Net cash used in operating activities | -357,308 | -697,231 | -3,007,252 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of property and equipment | ' | ' | -8,809 |
Acquisition of mining rights | -17,500 | -40,000 | -87,500 |
Net cash used in investing activities | -17,500 | -40,000 | -96,309 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from related party loans | ' | ' | 92,430 |
Proceeds from convertible loan | 325,000 | ' | 325,000 |
Proceeds from common and preferred stock issued, net of offering costs | ' | 168,250 | 2,958,523 |
Payments from cancellation of common stock | ' | ' | -63,000 |
Net cash provided by financing activities | 325,000 | 168,250 | 3,312,953 |
Net increase (decrease) in cash | -49,808 | -568,981 | 209,392 |
Cash - beginning of period | 259,200 | -49,808 | ' |
Cash - end of period | 209,392 | 259,200 | 209,392 |
Cash paid during the period for: | ' | ' | ' |
Interest | ' | ' | ' |
Income taxes | ' | ' | ' |
Noncash investing and financing activities: | ' | ' | ' |
Contributed capital | ' | ' | 374 |
Debt discount due to derivative liabilities | 252,778 | ' | 252,778 |
Contributed capital - payables settled by stockholder | ' | ' | 157,665 |
Issuance of common stock for convertible notes | ' | ' | 3,660 |
Reclassification of derivatives related to convertible notes | ' | ' | 91,365 |
Issuance of derivative warrant instruments | ' | 101,985 | 1,969,152 |
Related party note receivable write-off | ' | ' | 557,927 |
Common stock cancellation | ' | 1,000 | 62,700 |
Issuance of common stock for acquisition of mining rights | ' | 3,750 | 21,250 |
Debt discount | 252,778 | ' | 252,778 |
Issuance of common stock for the settlement related party debt | 158,400 | ' | 158,400 |
Settlement of related party debt | $8,735 | ' | $8,735 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $) | Common Stock | Preferred Stock | Additional Paid-In Capital | Deficit Accumulated During The Exploration Stage | Total |
Beginning Balance, Amount at Jan. 31, 2005 | ' | ' | ' | ' | ' |
Loss for the year ended | ' | ' | ' | ($29,275) | ($29,275) |
Common stock issued for cash, Shares | 55,753,000 | ' | ' | ' | ' |
Common stock issued for cash, Amount | 55,753 | ' | 58,237 | ' | 74,400 |
Ending Balance, Amount at Jan. 31, 2006 | 55,753 | ' | 18,647 | -29,275 | 45,125 |
Ending Balance, Shares at Jan. 31, 2006 | 55,753,000 | ' | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -21,158 | -21,158 |
Ending Balance, Amount at Jan. 31, 2007 | 55,753 | ' | 18,647 | -50,433 | 23,967 |
Beginning Balance, Shares at Jan. 31, 2007 | 55,753,000 | ' | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -935,664 | -935,664 |
Common stock issued for services, Shares | 12,700,000 | ' | ' | ' | ' |
Common stock issued for services, Amount | 12,700 | ' | -10,700 | ' | 2,000 |
Cancellation of common stock, Shares | -44,450,000 | ' | ' | ' | ' |
Cancellation of common stock, Amount | -44,450 | ' | 44,450 | ' | ' |
Common stock issued for expenses paid by officer, Shares | 31,000,002 | ' | ' | ' | ' |
Common stock issued for expenses paid by officer, Amount | 31,000 | ' | ' | ' | 31,000 |
Common stock issued for convertible debentures, Shares | 1,190,000 | ' | ' | ' | ' |
Common stock issued for convertible debentures, Amount | 1,190 | ' | 593,810 | ' | 595,000 |
Contributed capital for donated services | ' | ' | 235,668 | ' | 235,668 |
Ending Balance, Amount at Jan. 31, 2008 | 56,193 | ' | 881,875 | -986,097 | -48,029 |
Ending Balance, Shares at Jan. 31, 2008 | 56,193,002 | ' | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -75,062 | -75,062 |
Common stock issued for cash, Shares | 4,120,000 | ' | ' | ' | ' |
Common stock issued for cash, Amount | 4,120 | ' | 75,880 | ' | 80,000 |
Cancellation of common stock, Shares | -2,000,000 | ' | ' | ' | ' |
Cancellation of common stock, Amount | -2,000 | ' | 2,000 | ' | ' |
Ending Balance, Amount at Jan. 31, 2009 | 58,313 | ' | 959,755 | -1,061,159 | -43,091 |
Ending Balance, Shares at Jan. 31, 2009 | 58,313,002 | ' | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -182,521 | -182,521 |
Cancellation of common stock, Shares | -250,000 | ' | ' | ' | ' |
Cancellation of common stock, Amount | -250 | ' | 250 | ' | ' |
Ending Balance, Amount at Jan. 31, 2010 | 58,063 | ' | 960,005 | -1,243,680 | -225,612 |
Ending Balance, Shares at Jan. 31, 2010 | 58,063,002 | ' | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -1,615,423 | -1,615,423 |
Common stock issued for services, Shares | 4,500,000 | ' | ' | ' | ' |
Common stock issued for services, Amount | 4,500 | ' | 229,945 | ' | 234,445 |
Cancellation of common stock, Shares | -15,000,000 | ' | ' | ' | ' |
Cancellation of common stock, Amount | -15,000 | ' | -48,000 | ' | -63,000 |
Common stock, preferred stock, and derivative warrants instruments sold in private placement offering at $0.025 per share, less offering costs of $15,500, Shares | 41,478,258 | 22,000,000 | ' | ' | ' |
Common stock, preferred stock, and derivative warrants instruments sold in private placement offering at $0.025 per share, less offering costs of $15,500, Amount | 41,478 | 22,000 | 1,523,478 | ' | 1,586,956 |
Derivatives resulting stock issued | ' | ' | -1,323,133 | ' | -1,323,133 |
Common stock issued for convertible notes, Shares | 3,660,000 | ' | ' | ' | ' |
Common stock issued for convertible notes, Amount | 3,660 | ' | 179,205 | ' | 182,865 |
Contribution to capital on forgiveness of related party debt | ' | ' | 157,291 | ' | 157,291 |
Ending Balance, Amount at Jan. 31, 2011 | 92,701 | 22,000 | 1,678,791 | -2,859,103 | -1,065,611 |
Ending Balance, Shares at Jan. 31, 2011 | 92,701,260 | 22,000,000 | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -262,818 | -262,818 |
Derivatives resulting stock issued | ' | ' | -544,034 | ' | -544,034 |
Stock-based compensation, Shares | 505,039 | ' | ' | ' | ' |
Stock-based compensation, Amount | 500 | ' | 505,039 | ' | 505,539 |
Common stock and warrants sold in over-allotment offering at $0.025 per share, less offering costs totaling $3,500, Shares | 16,000,000 | ' | ' | ' | ' |
Common stock and warrants sold in over-allotment offering at $0.025 per share, less offering costs totaling $3,500, Amount | 16,000 | ' | 380,500 | ' | 396,500 |
Common stock issued for acquisition of mining rights at $0.001 per share, Shares | 250,000 | ' | ' | ' | ' |
Common stock issued for acquisition of mining rights at $0.001 per share, Amount | 250 | ' | 17,250 | ' | 17,500 |
Ending Balance, Amount at Jan. 31, 2012 | 109,451 | 22,000 | 2,037,546 | -3,121,921 | -952,924 |
Ending Balance, Shares at Jan. 31, 2012 | 109,451,260 | 22,000,000 | ' | ' | ' |
Loss for the year ended | ' | ' | ' | 289,469 | 289,469 |
Derivatives resulting stock issued | ' | ' | -101,985 | ' | -101,985 |
Stock-based compensation, Shares | 2,250,000 | ' | ' | ' | ' |
Stock-based compensation, Amount | 1,250 | ' | 431,527 | ' | 432,777 |
Common stock and warrants sold in private placement offering at $0.04 per share, less offering costs totaling $1,750, Shares | 4,250,000 | ' | ' | ' | ' |
Common stock and warrants sold in private placement offering at $0.04 per share, less offering costs totaling $1,750, Amount | 4,250 | ' | 164,000 | ' | 168,250 |
Common stock issued for acquisition of mining rights at $0.015 per share, Shares | 250,000 | ' | ' | ' | ' |
Common stock issued for acquisition of mining rights at $0.015 per share, Amount | 250 | ' | 3,500 | ' | 3,750 |
Ending Balance, Amount at Jan. 31, 2013 | 115,201 | 22,000 | 2,534,588 | -2,832,452 | -160,663 |
Ending Balance, Shares at Jan. 31, 2013 | 115,201,260 | 22,000,000 | ' | ' | ' |
Loss for the year ended | ' | ' | ' | -653,840 | -653,840 |
Stock-based compensation, Amount | ' | ' | 149,995 | ' | 149,995 |
Shares issued for common stock, Shares | 9,900,000 | ' | ' | ' | ' |
Shares issued for common stock, Amount | 9,900 | ' | 148,500 | ' | 158,400 |
Related party forgiveness of accounts payable | ' | ' | 8,735 | ' | 8,735 |
Warrants issued in private placement | ' | ' | 252,778 | ' | 252,778 |
Ending Balance, Amount at Jan. 31, 2014 | $125,101 | $22,000 | $3,094,596 | ($3,486,292) | ($244,595) |
Ending Balance, Shares at Jan. 31, 2014 | 125,101,260 | 22,000,000 | ' | ' | ' |
1_GENERAL_ORGANIZATION_AND_BUS
1. GENERAL ORGANIZATION AND BUSINESS | 12 Months Ended |
Jan. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GENERAL ORGANIZATION AND BUSINESS | ' |
California Gold Corp. (“California Gold” or the “Company”) is a Nevada corporation whose principal focus is the identification, acquisition and development of rare and precious metals mining properties in the Americas. The Company is still in the exploration stage and has not generated any revenues from its mining properties to date. | |
The Company was incorporated on April 19, 2004 under the name of Arbutus Resources Inc. On August 9, 2007, the Company changed its name to US Uranium Inc. On March 9, 2009, the Company changed its name to California Gold Corp. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2014 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which the Company does not exercise significant influence over the investee are accounted for using the cost method of accounting. All material intercompany balances and transactions have been eliminated. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2014 and 2013, and the reported revenues and expenses for the years then ended and cumulative from inception. Actual results could differ from those estimates made by management. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances. | |
Mineral Rights, Exploration and Development Costs | |
Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. As of January 31, 2014 and 2013, the Company capitalized $108,750 and $91,250, respectively, of costs to acquire an interest in mineral rights related to the AuroTellurio Property (Note 4). | |
Under U.S. GAAP, all mineral exploration expenditures associated with efforts to search for and establish mineral reserves are expensed as incurred. Costs to acquire properties are capitalized. Mine development costs incurred to construct the infrastructure necessary to extract the reserves and prepare the mine for production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. During the years ended January 31, 2014 and 2013, the Company recorded $48,161 and $233,718 of mineral exploration and development expenditures, respectively. These expenditures were expensed as incurred and recorded as mineral property expenses in the Company’s consolidated statements of expenses. | |
Property and Equipment | |
The Company’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle. Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations. | |
Impairment of Long-lived Assets | |
Long-lived assets, including mineral rights, exploration and development costs, are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. The Company accounts for asset impairment in accordance with ASC 360 - Property Plant and Equipment. Long-lived assets such as property and equipment and mineral rights are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flow on an undiscounted basis is less than the carrying amount of the related assets. An impairment loss is measured and recorded based on the estimated fair value of the long-lived asset. | |
Derivative Financial Instruments | |
For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. For the year ended January 31, 2014, the Company adopted the probability-weighted scenario analysis model. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |
Fair Value Measurements | |
The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as 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 (exit price). | |
Stock-Based Compensation | |
The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718, Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period. | |
The Company also adopted FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. | |
For the years ended January 31, 2014 and 2013, the Company recorded $149,995 and $432,777, respectively, in stock-based compensation as a component of general and administrative expenses. | |
Net Earnings (Loss) per Common Share | |
Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the year ended January 31, 2014, a net loss was reported and the Company excluded options and outstanding warrants to purchase shares of common stock, as the effect would be anti-dilutive. For the year ended January 31, 2013, net income was reported and the Company included options and outstanding warrants to purchase shares of common stock. However, the average market price of the common shares exceeded the exercise price of the options and warrants. As such, the options and warrants did not have a dilutive effect. | |
Income Taxes | |
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. | |
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. | |
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. | |
Acquisition-Related Costs | |
In the years ended January 31, 2014 and 2013, the Company incurred certain costs related to the AuroTellurio Acquisition (Note 4). Those costs included legal, valuation, travel, and other professional or consulting fees. The | |
Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations. The costs were recognized as mineral property expenses in the periods in which the costs were incurred and the services received. The Company recorded $48,161 and $233,718 in those costs for the years ended January 31, 2014 and 2013, respectively. | |
New Accounting Pronouncements | |
The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s consolidated financial statements. |
3_EXPLORATION_STAGE_ACTIVITIES
3. EXPLORATION STAGE ACTIVITIES AND GOING CONCERN | 12 Months Ended |
Jan. 31, 2014 | |
Exploration Stage Activities and Going Concern [Abstract] | ' |
EXPLORATION STAGE ACTIVITIES AND GOING CONCERN | ' |
The Company is currently in the exploration stage and has engaged in limited operations. While management of the Company believes that it will be successful in its planned capital formation and operating activities, there can be no assurance that the Company will be successful in the development of its planned objectives and generate sufficient revenues to earn a profit or sustain the operations of the Company. | |
The Company’s activities through January 31, 2014 have been supported by debt and equity financing. It has a cumulative loss since inception of $3,486,292 as of January 31, 2014. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred a cumulative loss since inception and its cash resources are insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
4_MINING_RIGHTS
4. MINING RIGHTS | 12 Months Ended |
Jan. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
MINING RIGHTS | ' |
As of January 31, 2014 and January 31, 2013, the Company had $108,750 and $91,250, respectively, of mineral rights related to the AuroTellurio Property, discussed below. | |
On February 11, 2011, the Company entered into a property option agreement (the “AuroTellurio Option Agreement”) with Mexivada Mining Corp. (“Mexivada”) to acquire up to an 80% interest in Mexivada’s concessions comprising its AuroTellurio tellurium-gold-silver property (the “La Viuda Concessions,” the “AuroTellurio Property” or the “Property”) in Mexico. | |
Under the terms of the AuroTellurio Option Agreement, the Company will acquire up to an 80% legal and beneficial ownership interest in the AuroTellurio Property by making certain cash payments and share issuances to Mexivada and incurring certain exploration expenditures on the Property. See Note 12 for the Company’s commitments under the AuroTellurio Option Agreement. | |
Mexivada and its Mexican subsidiary hold only the mineral rights in the AuroTellurio Property, which rights were granted by the government of Mexico. Neither Mexivada nor its Mexican subsidiary owns the real property rights to the land underlying the La Viuda Concessions. Prior to the first closing under the AuroTellurio Option Agreement on August 4, 2011, the Company obtained a surface rights agreement with the landowner on whose property the La Viuda Concessions are located to conduct its mineral exploration program. The agreement became effective June 17, 2011, runs for a term of 12 months and may be extended for two additional years under the same terms. The Company will pay the land owner $14,400 for each year in which the Company carries out exploration work on this land. In June 2012, the agreement was extended for an additional year. | |
On August 4, 2011, the Company conducted the first closing under the AuroTellurio Option Agreement. The purchase price for the first closing was $30,000 in cash and 250,000 common shares, fair valued at $17,500 based on the market price on the date of issuance. The $30,000 in cash includes the $20,000 deposits paid to Mexivada in December 2010 in connection with signing the binding offer letter agreement, which provided the Company with additional time to perform its due diligence, raise financing, and prepare a definite purchase agreement. At the closing, the Company paid the remaining $10,000 cash and issued the 250,000 common shares. | |
In exchange, the Company received from Mexivada four fully executed title deeds, each transferring to the Company a twenty percent (20%) interest in the La Viuda Concessions comprising the AuroTellurio Property, to be held in escrow by the Company's counsel until fully vested in accordance with their terms. If the Company defaults on its commitments under the AuroTellurio Option Agreement or otherwise determines not to proceed with the acquisition of the AuroTellurio Property, all unvested interests and related title deeds in the AuroTellurio Property will be returned to Mexivada. | |
On the first anniversary of the closing, the first $750,000 requirement per year was reached by the Company, per the AuroTellurio Option Agreement (Note 12). The Company made a payment of $40,000 on August 10, 2012 and issued 250,000 shares on August 28, 2012, fair valued at $3,750 based on the market price on the date of issuance. Having met all the required conditions, the first 20% interest in the La Viuda Concessions has vested in the Company as of August 28, 2012. |
5_PROPERTY_AND_EQUIPMENT
5. PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
Property and equipment consisted of the following as of January 31, 2014 and 2013: | |||||||||
January 31, | January 31, | ||||||||
2014 | 2013 | ||||||||
Vehicles | $ | 8,809 | $ | 8,809 | |||||
Less: accumulated depreciation | (4,467 | ) | (2,705 | ) | |||||
Property and equipment, net | $ | 4,342 | $ | 6,104 | |||||
Depreciation expense for the years ended January 31, 2014 and 2013 was $1,762 and $1,761, respectively, and is reflected in the total operating expenses of the Company. | |||||||||
6_RELATED_PARTY_TRANSACTIONS
6. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
Compensation of Officers and Directors | |
Officers and director fees totaled $48,744 and $54,000 for the years ended January 31, 2014 and 2013, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses. | |
As of January 31, 2014 and January 31, 2013, the Company owed its officers and directors $-0- and $56,500, respectively, which were recorded as other accrued liabilities - related party in its consolidated balance sheets. This amount was settled through the issuance of common stock- see footnote 11. | |
Legal Fees | |
Effective December 1, 2010, the Company entered into a 12 month retainer agreement with Gottbetter & Partners, LLP, a beneficial holder of more than 5% of the Company’s outstanding common stock, pursuant to which the Company paid Gottbetter & Partners, LLP a monthly fee of $5,500 for providing to the Company legal services relating to SEC regulatory compliance and reporting requirements. After the agreement expired in November 2011, the stockholder continued to provide these legal services at $6,000 per month. The Company also paid Gottbetter & Partners, LLP a flat fee of $50,000 upon SEC effectiveness of the Company’s registration statement on Form S-1 for the preparation and filing of the resale registration statement covering the shares of the Company’s common stock contained in the units, and the Company also paid Gottbetter & Partners, LLP a flat fee of $50,000 upon SEC effectiveness of our registration statement on Form S-1 for the preparation and filing of the resale registration statement covering the shares of the Company’s common stock contained in the units and underlying the warrants contained in the units sold in our 2010/2011 private placement and registered herein. | |
For the years ended January 31, 2014 and 2013, the Company’s total professional legal fees related to Gottbetter & Partners, LLP were $147,593 and $180,343, respectively. The legal fees primarily related to SEC filings and other general corporate matters and were included as a component of general and administrative expenses in the Company’s consolidated statements of expenses. Gottbetter & Partners, LLP continued to provide these legal services at $5,500 per month in the year 2014. As of January 31, 2014, $145,858 was due for legal services. | |
On January 9, 2014, the Company entered into a settlement agreement with Gottbetter & Partners, LLP pursuant to which Gottbetter & Partners, LLP agreed to receive for payment in full of open invoices totaling $79,529, 79,739 shares of our post-Reverse Split common stock. As the Reverse Split had not occurred as of the period ended January 31, 2014, the settlement transaction was not accounted for as of January 31, 2014. | |
Consulting and Other Professional Fees | |
In January 2011, the Company entered into an administrative services agreement with Incorporated Communications Services (“ICS”), a California corporation. George Duggan, the Company’s Chief Operations Officer, is the Vice President of ICS. Pursuant to the agreement with ICS, ICS will make available its address in La Canada, California to serve as the Company’s corporate headquarters and communications office, and provide the Company with basic administrative services, including coordinating and routing incoming telephone calls, handling investor inquiries, assisting in the preparation of press releases, developing an informational website and coordinating with the auditors and financial statement preparers. The Company pays ICS a monthly fee of $6,000 for these services. This agreement with ICS became effective January 1, 2011, ran for 12 months and was extended for an additional 12 months beginning January 1, 2013 and January 1, 2014. The Company incurred $48,000 and $72,000 in management fees for the years ended January 31, 2014 and 2013, which were included as a component of general and administrative expenses. Additionally, the Company reimbursed ICS for the expenses related to the services provided of $907 and $11,817 for the years ended January 31, 2014 and 2013. As of January 31, 2014 and 2013, the outstanding payable to ICS was $-0- and $-0-, respectively. | |
On June 6, 2011, the Company entered into a consulting agreement with a stockholder of the Company. The Company engaged the stockholder to provide certain consulting services related to the Company’s business for the period through June 5, 2013, for a monthly compensation fee of $6,000. Beginning February 6, 2012, the monthly consulting fee was reduced to $3,000 and then reversed back to $6,000 per month starting June 6, 2012. Additionally, in May 2012, the Company paid back the reduced fees for the months of March 2012 through May 2012 to the stockholder. The Company incurred $48,000 and $72,000 in consulting fees related to this agreement for the years ended January 31, 2014 and 2013, respectively, which were included as a component of general and administrative expenses. As of January 31, 2014 and January 31, 2013, the Company recorded payables to the stockholder in the amount of $-0- and $2,500, respectively. | |
Securities Purchases and Issuances | |
Baybak Family Partners, Ltd. purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $200,000. Michael Baybak, the Company’s stockholder, has voting and investment power with respect to the shares owned by Baybak Family Partners, Ltd. | |
GRQ Consultants, Inc. 401K purchased 6,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $150,000. Barry Honig, the Company’s stockholder, has voting and investment power with respect to the shares owned by GRQ Consultants, Inc. 401K. | |
Gottbetter & Partners, LLP, the Company’s stockholder, purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $200,000. | |
In connection with the terms of the 2007 Cromwell merger, and cancellation and reversal of the merger, an officer and director of the Company made advances to, and incurred expenses on behalf of the Company of $31,000. The Company reimbursed this officer by issuing 31,000,000 shares. On December 22, 2010, the Company repurchased and cancelled 13,000,000 of those shares from its officer at a price of $13,000. | |
In January 2011, the Company entered into a consulting agreement with one of the Company’s stockholders, which provided consulting services related to the Company’s business development and corporate finance for a term of 90 days, commencing on January 18, 2011. In February 2011, in consideration of provided services, the Company issued 500,000 shares of its restricted common stock to this stockholder and recorded $-0- and $-0- of stock-based compensation expense for services provided to the Company in the years ended January 31, 2014 and 2013, respectively. The stock-based compensation expense was included as a component of general and administrative expenses in the Company’s consolidated statements of expenses. |
7_VENDOR_RELEASE_AND_SETTLEMEN
7. VENDOR RELEASE AND SETTLEMENTS | 12 Months Ended |
Jan. 31, 2014 | |
Notes to Financial Statements | ' |
VENDOR RELEASE AND SETTLEMENTS | ' |
On October 8, 2013, the Company and a third party vendor entered into a settlement agreement, in which the Company was deemed by the third party vendor to have paid in full and fully satisfied all debts and obligations owed to the third party vendor by the Company with respect to a geophysical services agreement dated May 15, 2012 upon receipt of a $3,000 payment. The third party vendor received the aforementioned payment and the remaining accounts payable amount as of October 8, 2013, totaling $12,338, was settled and a gain was recorded. | |
On October 9, 2013, the Company and a stockholder entered into a settlement agreement, in which the Company was deemed by the stockholder to have paid in full and fully satisfied all debts and obligations owed to the stockholder by the Company with respect to a consulting agreement dated June 6, 2011. The accounts payable - related party amount as of October 9, 2013, totaling $2,500, was settled and considered a contribution to capital. | |
Also on October 9, 2013, the Company and certain of its employees and outside consultants entered into settlement agreements, in which the Company was deemed by the employees and outside consultants to have paid in full and fully satisfied all debts and obligations owed to the employees and outside consultants by the Company upon receipt of restricted shares of common stock, totaling 9,900,000 shares, with respect to past consulting agreements. A loss on the settlement of debt of $35,126 was recorded. See Note 11. | |
On December 18, 2013, the Company and a management firm, which is owned by a former officer of the Company, entered into a settlement agreement, in which the Company was deemed by the management firm to have paid in full and fully satisfied all debts and obligations owed to the management firm by the Company with respect to a services agreement dated January 2, 2012 upon receipt of a $6,235 payment. The management firm received the aforementioned payment and the remaining accounts payable - related party amount as of December 18, 2013, totaling $6,235, was settled and considered a contribution to capital. | |
On January 9, 2014, the Company entered into a settlement agreement with Gottbetter & Partners, LLP pursuant to which Gottbetter & Partners, LLP agreed to receive for payment in full of open invoices totaling $79,529, 79,739 shares of our post-Reverse Split common stock. As the Reverse Split had not occurred as of the period ended January 31, 2014, the settlement transaction was not accounted for as of January 31, 2014. |
8_DERIVATIVE_LIABILITIES
8. DERIVATIVE LIABILITIES | 12 Months Ended | ||||||||||||
Jan. 31, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||
DERIVATIVE LIABILITIES | ' | ||||||||||||
Derivative Warrant Instruments | |||||||||||||
In the December 2010 and January 2011 Unit Offering, the Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $1,323,133 at the grant dates as of December 22, 2010 and January 13, 2011. These estimates were re-valued as being $125,692 at the balance sheet date as of January 31, 2013. The Company recorded a $1,257,783 change in value of the derivative liability as unrealized gain in non-operating income for the year ended January 31, 2013. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2014 (See the Company’s fourth quarter valuation model review and summary of January 31, 2014 assumptions below). The estimate was re-valued as being $124,435 at the balance sheet date as of January 31, 2014, and the Company recorded the change in value in non-operating income for the year ended January 31, 2014. | |||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 30,739,129 | ||||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.05 and 0.09 | |||||||||||
Exercise price | $ | 0.125 | |||||||||||
Risk free interest rate (1) | 0.34 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility | 365.22-368.49 | % | |||||||||||
Expected exercise term in years | 1.92-1.98 | ||||||||||||
-1 | The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates. | ||||||||||||
In April 2011, the Company added to the Unit Offering a first over-allotment option. As such, the Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $71,973, $131,077, and $88,824 at the grant dates of April 7, 2011, April 13, 2011, and April 30, 2011, respectively. The April 2011 grants were re-valued as being $16,417 at the balance sheet date of January 31, 2013. The Company recorded a $194,700 change in value as unrealized gain in non-operating income for the year ended January 31, 2013. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2014 (See the Company’s fourth quarter valuation model review and summary of January 31, 2014 assumptions below). The estimate was re-valued as being $16,344 at the balance sheet date as of January 31, 2014, and the Company recorded the change in value in non-operating income for the year ended January 31, 2014. | |||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 4,000,000 | ||||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.08 and 0.10 | |||||||||||
Exercise price | $ | 0.125 | |||||||||||
Risk free interest rate range (1) | 0.34 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility range | 378.72 – 381.90 | % | |||||||||||
Expected exercise term in years | 2.21-2.28 | ||||||||||||
-1 | The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates. | ||||||||||||
In June and July 2011, the Company closed its first and second over-allotment options. The Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $149,203 and $102,957 at the grant dates of June 15, 2011 and July 15, 2011, respectively. The grants were re-valued as being $16,447 at January 31, 2013. The Company recorded a $206,061 change in value as unrealized gain in non-operating income for the year ended January 31, 2013. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2014 (See the Company’s fourth quarter valuation model review and summary of January 31, 2014 assumptions below). The estimate was re-valued as being $16,334 at the balance sheet date as of January 31, 2014, and the Company recorded the change in value in non-operating income for the year ended January 31, 2014. | |||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 4,000,000 | ||||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.07 and 0.08 | |||||||||||
Exercise price | $ | 0.125 | |||||||||||
Risk free interest rate range (1) | 0.52 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility range | 370.07-373.99 | % | |||||||||||
Expected exercise term in years | 2.41-2.49 | ||||||||||||
-1 | The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates. | ||||||||||||
As of February 1, 2012, the Company amended the terms of the warrants issued during the 2010/2011 private placement offerings, such that (i) their term has been extended by six months and (ii) one-half of the warrants (19,369,565) retain the exercise price of $0.125 per share and the other one-half of the warrants (19,369,564) have an exercise price of $0.05 per share. | |||||||||||||
As a result of the issuance of the March 2012 Units at $0.04 per unit (Note 9), a weighted average anti-dilution adjustment was made with respect to those warrants exercisable for 19,369,565 of the shares being offered at the original exercise price of $0.125 per share. Since the $0.04 price per unit of the March 2012 Units was lower than the $0.125 warrant exercise price, the exercise price with respect to these 19,369,565 warrants was lowered to $0.12, post March 2012 Unit Offering, and the aggregate number of shares issuable upon exercise of these warrants was increased to 20,176,630. Because the anti-dilution provisions of the warrants call for rounding to the nearest cent, no adjustments were required for the other 19,369,564 warrants, which have an exercise price of $0.05 per share. | |||||||||||||
In March 2012, pursuant to a private placement offering, the Company issued 4,250,000 warrants to purchase 0.5 shares of common stock per unit. The Company recorded a derivative liability upon issuance of the warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $101,985 at the grant date of March 16, 2012. The estimated fair value of the derivative | |||||||||||||
warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2014 (See the Company’s fourth quarter valuation model review and summary of January 31, 2014 assumptions below). The estimate was re-valued as being $16,701 at the balance sheet date as of January 31, 2014, and the Company recorded the change in value in non-operating income for the year ended January 31, 2014. | |||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 2,125,000 | ||||||||||||
Market price of the Company’s common stock on the measurement date | $ | 0.05 | |||||||||||
Exercise price | $ | 0.06 | |||||||||||
Risk free interest rate | 0.69 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility | 347.74 | % | |||||||||||
Expected exercise term in years | 3.17 | ||||||||||||
As of December 19, 2012, the Company amended the terms of the warrants issued during the 2010/2011 private placement offerings, such that (i) their term shall be extended for a period of an additional three years from its date of expiration as previously amended and (ii) the exercise price of all of the warrants, exercisable for an aggregate of 39,546,194 shares of common stock, including anti-dilution adjustments, sold in the Offering shall be reduced to $0.03 per whole share through the third year of the extended term of the warrants, then increased to $0.04 per whole share during the fourth year of the term and to $0.05 per whole share during the fifth year of the term. The valuation of the warrants at January 31, 2013 reflects the new terms. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2014 (See the Company’s fourth quarter valuation model review and summary of January 31, 2014 assumptions below). The estimate was re-valued as being $150,828 at the balance sheet date as of January 31, 2014, and the Company recorded the change in value in non-operating income for the year ended January 31, 2014. | |||||||||||||
During the fourth quarter of the year ended January 31, 2014, the Company completed a review of the valuation of its derivative warrant instruments. The Company determined that as a result of the aforementioned amendments to the exercise price during the year ended January 31, 2014, the Company should adopt the probability-weighted scenario analysis model for the year ended January 31, 2014. The estimated fair value of all derivative warrant instruments was re-valued as being $324,642 at the balance sheet date as of January 31, 2014. The Company recorded a $3,019 net change in value of the derivative liability as unrealized gain in non-operating income for the year ended January 31, 2014. | |||||||||||||
The following is a summary of the assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of the balance sheet date at January 31, 2014, and the assumptions used for the Black-Scholes option pricing model to estimate the fair value of the warrants as of balance sheet date at January 31, 2013, respectively: | |||||||||||||
January 31, | January 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Common stock issuable upon exercise of warrants | 41,671,195 | 41,671,195 | |||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.008 | $ | 0.008 | |||||||||
Exercise price range | $ | 0.03 - 0.06 | $ | 0.03-0.06 | |||||||||
Risk free interest rate range (1) | 0.34 - 0.69 | % | 0.42 - 0.65 | % | |||||||||
Dividend yield | 0 | % | 0 | % | |||||||||
Volatility range | 347.74 - 381.9 | 0 | % | 306.62-327.98 | % | ||||||||
Expected exercise term in years | 1.92 – 3.17 | 2.89 – 4.12 | |||||||||||
-1 | The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2014 and January 31, 2013, respectively. | ||||||||||||
9_FAIR_VALUE_MEASUREMENTS
9. FAIR VALUE MEASUREMENTS | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories: | |||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | |||||||||||||||||
Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means. | |||||||||||||||||
Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available. | |||||||||||||||||
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Certain assets and liabilities are reported at fair value on a recurring or non-recurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values: | |||||||||||||||||
Cash, Due to third party, Prepaid expenses, Mining rights, Accounts payable, and Accrued liabilities | |||||||||||||||||
The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments. | |||||||||||||||||
Derivative liabilities | |||||||||||||||||
The Company’s determination of fair value of its derivative instruments incorporates various factors required under FASB Topic ASC 815. The fair values of the Company’s derivatives are valued using less observable data from objective sources as inputs into internal valuation models. Therefore, the Company considers the fair value of its derivatives to be Level 3 hierarchy. | |||||||||||||||||
The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of January 31, 2014 and January 31, 2013, respectively: | |||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
January 31, 2014 and 2013 | |||||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Derivative liability - January 31, 2014 | $ | - | $ | - | $ | 324,642 | $ | 324,642 | |||||||||
Derivative liability - January 31, 2013 | $ | - | $ | - | $ | 327,661 | $ | 327,661 | |||||||||
The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as level 3 in the fair value hierarchy: | |||||||||||||||||
Significant Unobservable Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Year Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Derivative liabilities - beginning balance | $ | 327,661 | $ | 1,817,100 | |||||||||||||
Additions | - | 101,985 | |||||||||||||||
Reductions | - | - | |||||||||||||||
Change in fair value | (3,019 | ) | (1,591,424 | ) | |||||||||||||
Derivative liabilities - ending balance | $ | 324,642 | $ | 327,661 | |||||||||||||
Realized and unrealized gain on derivatives, net, included in earnings for the years ended January 31, 2014 and 2013 | $ | 3,019 | $ | 1,591,424 |
10_CONVERTIBLE_NOTES
10. CONVERTIBLE NOTES | 12 Months Ended |
Jan. 31, 2014 | |
Notes to Financial Statements | ' |
CONVERTIBLE NOTES | ' |
On November 15, 2013, the Company held a closing of a private placement offering (the “November 2013 Offering”) pursuant to which it sold to various accredited investors (collectively, the “Investors”) $325,000 in principal amount of its 10% convertible promissory notes (the “Notes”) and warrants (the “Warrants”). | |
The Notes bear interest at a 10% annual interest rate and mature two (2) years from the date of issuance. The Notes contain a mandatory conversion provision providing that upon the Company’s filing of a Certificate of Designation of Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada, all of the outstanding principal amount of, and accrued but unpaid interest on, the Notes will automatically, without the necessity of any action by the Investors or the Company, convert into shares of its to be authorized Series B convertible preferred stock, par value $0.001 per share (the “Series B Preferred Stock”), at a conversion price of $0.001 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for a planned reverse stock split (the “Reverse Split”) at a ratio of 1,000 to 1 such that the Conversion Price, post-Reverse Split, will be $1.00 per share (subject to further adjustment upon a possible change in the Reverse Split ratio). | |
Each share of Series B Preferred Stock will be convertible at any time into one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the Conversion Price as adjusted for the Reverse Split, subject to a 9.99% conversion blocker. Each share of Series B Preferred Stock will participate in dividends and other distributions on an equivalent basis with the Company’s Common Stock. Holders of Series B Preferred Stock shall vote together with the holders of Common Stock as a single class, and each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on a particular matter. | |
The Warrants entitle the Investors to purchase one thousand (1,000) shares of Common Stock for each $1.00 principal amount of the Notes purchased, at an exercise price (the “Exercise Price”) of $0.001 per share. The Exercise Price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment for the planned Reverse Split at a ratio of 1,000 to 1 such that the Exercise Price, post-Reverse Split, will be $1.00 per share and the number of shares of Common Stock issuable upon exercise of the Warrants will be 325,000 (subject to further adjustment upon a possible change in the Reverse Split ratio). The Warrants will be exercisable from issuance until ten (10) years after the closing of the November 2013 Offering. The fair value of the Warrants was determined using the Black-Scholes option pricing model. Assumptions used included: (1) 2.71% risk-free interest rate, (2) expected term of ten years, (3) expected volatility of 306.96%, (4) zero expected dividends, (5) exercise price of $0.001, (6) market price of $0.004, and (7) 325,000,000 shares issuable upon exercise of Warrants. The Warrants were recorded at a discount of $252,778. For the period from November 15, 2013 to January 31, 2014, the Company also amortized $9,309 of the discount, with the unamortized discount being $243,469 as of January 31, 2014. | |
As a condition to the November 2013 Offering, the Company has undertaken all steps necessary to effect the authorization of the Series B Preferred Stock and the Reverse Split. |
11_EQUITY
11. EQUITY | 12 Months Ended |
Jan. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
EQUITY | ' |
Private Placement Offering | |
On December 22, 2010, the Company issued 3,660,000 shares to certain note holders upon conversion of outstanding convertible promissory notes at a conversion price of $0.025 per share. | |
On December 22, 2010, the Company sold to various persons 58,478,258 units of its securities for gross proceeds of $1,461,956, at $0.025 per unit. Each of 36,478,258 of the units consists of one common share and a warrant to purchase one-half share at $0.125 per whole share. Each of the remaining 22,000,000 units consists of one share of the Company’s Series A Convertible Preferred Stock and warrants to purchase one-half of one share of common stock. The warrants will be exercisable from issuance until eighteen months after the closing of the PPO. | |
On January 13, 2011, the Company sold an additional 5,000,000 units for a total price of $125,000. The Company repurchased and cancelled 2,000,000 units for $50,000. | |
During the year ended January 31, 2012, the Company sold an additional 16,000,000 units for a total price of $400,000. | |
On March 16, 2012, the Company completed the closing of a private placement offering pursuant to which the Company sold to various accredited investors and non-U.S. persons 4,250,000 units of its securities for gross proceeds of $170,000, at an offering price of $0.04 per unit. The Company incurred closing costs of $1,750, resulting in net proceeds from the Offering of $168,250. Each of these Units consisted of one share of the Company’s common stock and a warrant to purchase one-half share of the Company’s common stock at an exercise price of $0.06 per whole share. These warrants will be exercisable from issuance until twenty-four (24) months after the closing of this offering. | |
As of January 31, 2013, cumulatively, the Company has sold a total of 81,728,258 Units for a total price of $2,106,956. The Company incurred closing costs of $20,750, resulting in net proceeds from the Offering of $2,086,206. | |
On December 26, 2013, the Company issued 9,900,000 restricted common shares to settle $123,274 in debt to employees and consultants. A loss of $35,126 was recorded on the issuance. | |
AuroTellurio Acquisition | |
On August 4, 2011, in connection with the First Closing under the AuroTellurio Option Agreement, the Company issued to Mexivada 250,000 shares at $0.001 per share. The issued stock was fair valued at $17,500 based on the market price on the date of issuance. | |
On August 28, 2012, the Company issued to Mexivada an additional 250,000 shares at $0.015 per share. The issued stock was fair valued at $3,750 based on the market price on the date of issuance. | |
12_STOCKBASED_COMPENSATION
12. STOCK-BASED COMPENSATION | 12 Months Ended |
Jan. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
STOCK-BASED COMPENSATION | ' |
Shares for Services | |
Pursuant to a Consulting Services Agreement as of January 18, 2011 between the Company and a stockholder of the Company, the Company agreed to issue 500,000 restricted shares for future services relating to business development and corporate finance. The 500,000 shares were valued at $12,500, or $0.025 per share, $1,945 of which was recorded during the year ended January 31, 2011 and the difference of $10,555 was recorded in the year ended January 31, 2012. | |
On March 16, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company shall issue 1,000,000 common shares in exchange for investor and public relations consulting services. The shares were valued at $50,000, or $0.05 per share. The Company recorded $50,000 of stock-based compensation expense related to consulting services under this agreement. In July 2012, the Company reversed the non-cash issuance of 1,000,000 restricted shares of its common stock and a corresponding stock-based compensation expense of $50,000 due to an agreement cancellation. | |
On March 19, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company issued 1,250,000 shares in exchange for geological consulting services. The shares were valued at $125,000, or $0.10 per share. The Company recorded $125,000 of stock-based compensation expense related to consulting services under this agreement. | |
The Company recognized non-cash stock-based compensation expense of $125,000 during the year ended January 31, 2013 in connection with these issuances, compared to $10,555 during the year ended January 31, 2012. | |
The Company valued the issued shares based on market value on the date of the agreements. | |
Stock Options | |
The Company has a stock-based compensation plan known as the 2007 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive and non-qualified stock options to acquire common shares in the capital of California Gold Corp. The number of shares authorized under the Plan is 16,000,000. As of January 31, 2014, 16,000,000 shares remain available for future grants under the Plan. | |
On July 27, 2011, the Company granted options to purchase 11,000,000 shares of its common stock to its employees and outside consultants. These options have a 10-year term and were granted with an exercise price of $0.09. One-third of these options, or 3,666,667, vested on the date of the grant, with the remaining two-thirds vesting on the first and second anniversaries of the date of grant. On May 4, 2012, one of the Company’s directors resigned and therefore, all his 666,667 non-vested options terminated on that date and his vested but unexercised options of 333,333 expired and forfeited on August 4, 2012. On July 27, 2013, all of the remaining unvested options effectively vested. All vested options are exercisable, in full or in part, at any time after vesting, until termination. | |
On November 7, 2013, the Company entered into option surrender agreements with its employees and outside consultants (together, the “Optionees”) pursuant to which the Optionees irrevocably agreed to surrender (the “Option Surrender”) to the Company for cancellation, without any further actions on their part, options granted to each of them under the Company’s 2007 Stock Option Plan (the “Plan”) exercisable for, in the aggregate, 10,000,000 shares of its common stock. Following this Option Surrender, there were no options outstanding under the Plan. | |
The Company recorded the stock-based compensation expense - related party attributable to options of $149,995 and $307,777 during the years ended January 31, 2014 and 2013, respectively. |
13_WARRANTS
13. WARRANTS | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
WARRANTS | ' | ||||||||||||||||
Warrant activity is presented in the table below: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | average | average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at January 31, 2013 | 83,342,389 | $ | 0.032 | 3.037 | $ | - | |||||||||||
Granted | 325,000,000 | $ | 0.001 | - | $ | - | |||||||||||
Outstanding at January 31, 2014 | 408,342,389 | $ | 0.007 | 8.209 | $ | 2,242,500 | |||||||||||
Exercisable at January 31, 2014 | 408,342,389 | $ | 0.007 | 8.209 | $ | 2,242,500 |
14_INCOME_TAXES
14. INCOME TAXES | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
No provision for federal income taxes has been recognized for the years ended January 31, 2014 and 2013, as the Company incurred a net operating loss for income tax purposes in each year and has no carryback potential. | |||||||||
The Company had deferred income tax assets as of January 31, 2014 and 2013 as follows: | |||||||||
2014 | 2013 | ||||||||
Loss carry-forwards | $ | 1,150,000 | $ | 970,000 | |||||
Less - valuation allowance | (1,150,000 | ) | (970,000 | ) | |||||
Total net deferred tax assets | $ | - | $ | - | |||||
The Company had net operating loss carry-forwards for income tax reporting purposes of $3,294,919 as of January 31, 2014, which may be offset against future taxable income. These net operating loss carry-forwards may be carried forward in varying amounts until the time when they begin to expire in 2030 through 2034. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business, both of which occurred in February 2014. Therefore, the amount available to offset future taxable income may be limited. | |||||||||
15_COMMITMENTS_AND_CONTINGENCI
15. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
Legal Proceedings | |
From time to time, the Company may become involved in lawsuits and legal proceedings that arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows. | |
AuroTellurio Acquisition | |
In addition to $30,000 cash payment and 250,000 stock issuance made at the First Closing under the AuroTellurio Option Agreement on August 4, 2011 (Note 4), assuming the Company exercises its right to acquire each of the four twenty percent (20%) interests in the AuroTellurio Property, the Company will make the following cash payments and share issuances to Mexivada: (i) $40,000 and 250,000 shares on the first anniversary of the Closing; (ii) $50,000 and 300,000 shares on the second anniversary of the Closing; (iii) $70,000 and 350,000 shares on the third anniversary of the Closing; and (iv) $100,000 and 500,000 shares on the fourth anniversary of the Closing. In connection with the AuroTellurio Option Agreement, the Company will pay an aggregate total of $290,000 in cash and 1,650,000 common shares. | |
On October 24, 2013, the Company entered into an amendment (the “Amendment”) to its AuroTellurio Option Agreement pursuant to which Mexivada agreed to accept a cash payment of $17,500, instead of the $50,000 specified in the original AuroTellurio Option Agreement, as payment in full of the cash payment required to be made to Mexivada in connection with the vesting of the second 20% interest in the La Viuda Concessions. Additionally, according to the Amendment, Mexivada agreed to waive, with respect to the second 20% interest, the requirement set forth in the AuroTellurio Option Agreement, that the Company issue to Mexivada 300,000 shares of the Company’s common stock, and the Amendment extends the second 20% interest due date for a period of 12 months, until August 4, 2014. The Amendment does not modify the cash payment and stock issuance requirements of the AuroTellurio Option Agreement relating to the two remaining 20% interests. It does, however, extend payment and issuance dates for each of the third and fourth 20% interest blocks by one year. | |
Under the terms of the AuroTellurio Option Agreement, the Company is also committed to incur $3,000,000 in cumulative exploration expenditures on the Property over a four year period at an investment rate of at least $750,000 per year. The Company will earn a 20% vested interest in the AuroTellurio Property in the first year of the AuroTellurio Option Agreement by investing $750,000 in an exploration program and up to an additional 60% interest in the Property, in blocks of 20% each, by investing an additional $750,000 in the exploration program in each of the following three years, or sooner, and meeting all of the other required terms of the AuroTellurio Option Agreement. Each 20% interest will vest earlier if each year’s cash and stock payments to Mexivada and $750,000 exploration expenditure investment are completed earlier than scheduled. | |
Under the terms of the Agreement, the Company will act as “Operator,” exclusively responsible, in consultation with Mexivada, for carrying out and administering exploration, development and mining work on the AuroTellurio Property. If costs of the exploration program exceed the agreed upon $3,000,000 investment, the Company will share additional costs with Mexivada on a proportionate share basis. Once the Company has earned its full 80% interest in the AuroTellurio Property, the Company will form a joint venture with Mexivada applicable to the further development and commercialization of the AuroTellurio Property. | |
The Company obtained a surface rights agreement, with the landowner on whose property the La Viuda Concessions are located, to conduct its mineral exploration program, effective June 17, 2011. The Company will pay the land owner $14,400 for each year in which the Company carries out exploration work on this land. The Company has completed the majority of Phase 1 of its 2011/2012 exploration program and has conducted mapping, trenching and sampling programs at the AuroTellurio Property as well as gravity and magnetic geophysical surveys, including a helicopter-borne magnetics and radiometric survey, in preparation for an initial 3,000-meter drilling program that is planned for implementation in 2013. As of January 31, 2014, the Company incurred $715,634 since inception in its exploration and development expenditures, which are expensed as incurred. | |
As of January 31, 2014, the Company incurred approximately $1,500,000 since inception in its exploration and development expenditures, which are expensed as incurred. In addition to the Company’s mineral exploration expenditures, Mexivada accepted certain other Company’s expenses towards its minimum requirement of $750,000 per year such as a percentage of its accounting, legal and consulting fees, compensation of its officers and directors, and management support services, which were included as a component of general and administrative expenses in the Company’s consolidated statements of expenses. Mexivada accepted approximately $1,089,407 of total expenses as of June 30, 2012 (the date of the Company’s expenses reviewed by Mexivada) and confirmed that the amounts over $750,000 will be applied towards the second year requirements. Mexivada also confirmed that it will grant the 20% interest in the AutoTellurio project to the Company, after the Company makes the $40,000 cash payment and issues 250,000 of its shares to Mexivada in connection with the AuroTellurio Option agreement. The $40,000 payment was made on August 10, 2012 and the 250,000 shares were issued to Mexivada on August 28, 2012. | |
Other Commitments | |
During the years ended January 31, 2014 and 2013, the Company has entered into several consulting, legal, and administrative services agreements with related parties. See Note 6 for further details. |
16_SUBSEQUENT_EVENTS
16. SUBSEQUENT EVENTS | 12 Months Ended | |
Jan. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
Securities Exchange Agreement | ||
On February 7, 2014, the Company entered into a Securities Exchange Agreement (the Exchange Agreement) with MV Portfolio, LLC, a Florida limited liability company (MVP), MV Patents LLC, a Florida limited liability company and a member of MVP ( MV PAT), and the other members of MVP (MV PAT and such other members, “the Members”). Upon closing of the transaction (the Transactions) contemplated under the Exchange Agreement (the Securities Exchange Agreement), on February 7, 2014, the Members transferred all of the issued and outstanding membership interests of MVP to the Company in exchange for (i) an aggregate of 9,385,000 post-Reverse Split shares of the common stock of the Company (the Securities Exchange), which shares will be delivered to the Members promptly following effectiveness of the Reverse Split. As a result of the Securities Exchange, MVP became a wholly-owned subsidiary of the Company. | ||
Pursuant to the Securities Exchange Agreement: | ||
● | At the closing of the Transactions and pursuant to the terms of the Securities Exchange Agreement, all of the membership interests of MVP issued and outstanding immediately prior to the closing were exchanged for the right to receive 9,385,000 post-Reverse Split shares of Common Stock, which shall be delivered to the Members promptly following completion of the Reverse Split. | |
● | Additionally, at the closing the Company paid MV PAT $625,000 in additional cash consideration, and agreed to pay to the Members ten (10%) percent of the Net Proceeds received from any Enforcement Activities or Sale Transactions (as such terms are defined in the Exchange Agreement) related to the patents owned or applications pending as of the closing of the Securities Exchange. | |
● | Upon the closing of the Transactions, William Meadow was appointed Chief Executive Officer and Chairman of the Board of Directors, Shea Ralph was appointed Chief Financial Officer, Secretary and director and David Rector was appointed Chief Operating Officer (and remains a director of the Company). James Davidson resigned as Chief Executive Officer and a director of the Company and Michael Baybak resigned as Interim Treasurer, Secretary and a director. | |
● | Following the closing of the Transactions, the Company will terminate and split off its mining business, and pursuant to the terms of the Securities Exchange Agreement, the Company have acquired and will continue the business of MVP, that is, patent licensing and assertion of rights under patents against parties believed to be selling goods or services that rely upon MVP’s patented technology. | |
Private Placement of Convertible Promissory Notes | ||
On February 7, 2014, the Company completed a closing of a private placement offering of 10% convertible promissory notes (the “Notes”) for gross proceeds of $2,942,495 (before deducting placement agent fees and expenses of the offering). The Notes will automatically convert into shares of the Company’s to be authorized Series C convertible preferred stock, $0.001 par value per share (the “Series C Preferred Stock”), at a pre-Reverse Split conversion price of $0.005 per share and a post-Reverse Split conversion price of $0.50 per share (the “Conversion Price”), upon the Company’s filing of a Certificate of Designation of Series C Convertible Preferred Stock (the “Certificate of Series C Designation”) with the Secretary of State of the State of Nevada following completion of the proxy voting process to increase our authorized preferred stock, and which Series C Preferred Stock shall be convertible into shares of the Company’s Common Stock on a one share for one share basis. | ||
On March 3, 2014, the Company completed a second closing of a private placement offering to certain investors (the “Investors”) of the Company’s 10% convertible promissory notes (the “Notes”) for gross proceeds of $1,017,500 (before deducting placement agent fees and expenses of the offering). The Notes will automatically convert into shares of the Company’s to be authorized Series C convertible preferred stock, $0.001 par value per share (the “Series C Preferred Stock”), at a pre-Reverse Split conversion price of $0.005 per share and a post-Reverse Split conversion price of $0.50 per share (the “Conversion Price”), upon the Company’s filing of a Certificate of Designation of Series C Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Nevada following completion of a proxy voting process 1 to increase the Company’s authorized preferred stock. The Series C Preferred Stock will be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), on a one share for one share basis. | ||
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which the Company does not exercise significant influence over the investee are accounted for using the cost method of accounting. All material intercompany balances and transactions have been eliminated. | |
Use of Estimates | ' |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2014 and 2013, and the reported revenues and expenses for the years then ended and cumulative from inception. Actual results could differ from those estimates made by management. | |
Cash and Cash Equivalents | ' |
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances. | |
Mineral Rights, Exploration and Development Costs | ' |
Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. As of January 31, 2014 and 2013, the Company capitalized $108,750 and $91,250, respectively, of costs to acquire an interest in mineral rights related to the AuroTellurio Property (Note 4). | |
Under U.S. GAAP, all mineral exploration expenditures associated with efforts to search for and establish mineral reserves are expensed as incurred. Costs to acquire properties are capitalized. Mine development costs incurred to construct the infrastructure necessary to extract the reserves and prepare the mine for production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. During the years ended January 31, 2014 and 2013, the Company recorded $48,161 and $233,718 of mineral exploration and development expenditures, respectively. These expenditures were expensed as incurred and recorded as mineral property expenses in the Company’s consolidated statements of expenses. | |
Property and Equipment | ' |
The Company’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle. Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations. | |
Impairment of Long-lived Assets | ' |
Long-lived assets, including mineral rights, exploration and development costs, are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. The Company accounts for asset impairment in accordance with ASC 360 - Property Plant and Equipment. Long-lived assets such as property and equipment and mineral rights are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is considered to exist if the total estimated future cash flow on an undiscounted basis is less than the carrying amount of the related assets. An impairment loss is measured and recorded based on the estimated fair value of the long-lived asset. | |
Derivative Financial Instruments | ' |
For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. For the year ended January 31, 2014, the Company adopted the probability-weighted scenario analysis model. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |
Fair Value Measurements | ' |
The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as 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 (exit price). | |
Stock-Based Compensation | ' |
The Company accounts for its stock-based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718, Compensation - Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period. | |
The Company also adopted FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. | |
For the years ended January 31, 2014 and 2013, the Company recorded $149,995 and $432,777, respectively, in stock-based compensation as a component of general and administrative expenses. | |
Net Earnings (Loss) per Common Share | ' |
Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the year ended January 31, 2014, a net loss was reported and the Company excluded options and outstanding warrants to purchase shares of common stock, as the effect would be anti-dilutive. For the year ended January 31, 2013, net income was reported and the Company included options and outstanding warrants to purchase shares of common stock. However, the average market price of the common shares exceeded the exercise price of the options and warrants. As such, the options and warrants did not have a dilutive effect. | |
Income Taxes | ' |
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. | |
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. | |
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. | |
Acquisition-Related Costs | ' |
In the years ended January 31, 2014 and 2013, the Company incurred certain costs related to the AuroTellurio Acquisition (Note 4). Those costs included legal, valuation, travel, and other professional or consulting fees. The | |
Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations. The costs were recognized as mineral property expenses in the periods in which the costs were incurred and the services received. The Company recorded $48,161 and $233,718 in those costs for the years ended January 31, 2014 and 2013, respectively. | |
New Accounting Pronouncements | ' |
The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s consolidated financial statements. |
5_PROPERTY_AND_EQUIPMENT_Table
5. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Property And Equipment Tables | ' | ||||||||
Schedule of property and equipment | ' | ||||||||
January 31, | January 31, | ||||||||
2014 | 2013 | ||||||||
Vehicles | $ | 8,809 | $ | 8,809 | |||||
Less: accumulated depreciation | (4,467 | ) | (2,705 | ) | |||||
Property and equipment, net | $ | 4,342 | $ | 6,104 |
8_DERIVATIVE_LIABILITIES_Table
8. DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||
Liabilities for Estimated Fair Value of Derivative Warrant Instruments | ' | ||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 30,739,129 | ||||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.05 and 0.09 | |||||||||||
Exercise price | $ | 0.125 | |||||||||||
Risk free interest rate (1) | 0.34 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility | 365.22-368.49 | % | |||||||||||
Expected exercise term in years | 1.92-1.98 | ||||||||||||
-1 | The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates. | ||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 4,000,000 | ||||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.08 and 0.10 | |||||||||||
Exercise price | $ | 0.125 | |||||||||||
Risk free interest rate range (1) | 0.34 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility range | 378.72 – 381.90 | % | |||||||||||
Expected exercise term in years | 2.21-2.28 | ||||||||||||
-1 | The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates. | ||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 4,000,000 | ||||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.07 and 0.08 | |||||||||||
Exercise price | $ | 0.125 | |||||||||||
Risk free interest rate range (1) | 0.52 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility range | 370.07-373.99 | % | |||||||||||
Expected exercise term in years | 2.41-2.49 | ||||||||||||
-1 | The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates. | ||||||||||||
The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions: | |||||||||||||
Common stock issuable upon exercise of warrants | 2,125,000 | ||||||||||||
Market price of the Company’s common stock on the measurement date | $ | 0.05 | |||||||||||
Exercise price | $ | 0.06 | |||||||||||
Risk free interest rate | 0.69 | % | |||||||||||
Dividend yield | 0 | % | |||||||||||
Volatility | 347.74 | % | |||||||||||
Expected exercise term in years | 3.17 | ||||||||||||
The following is a summary of the assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of the balance sheet date at January 31, 2014, and the assumptions used for the Black-Scholes option pricing model to estimate the fair value of the warrants as of balance sheet date at January 31, 2013, respectively: | |||||||||||||
January 31, | January 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Common stock issuable upon exercise of warrants | 41,671,195 | 41,671,195 | |||||||||||
Market price of the Company’s common stock on the measurement dates | $ | 0.008 | $ | 0.008 | |||||||||
Exercise price range | $ | 0.03 - 0.06 | $ | 0.03-0.06 | |||||||||
Risk free interest rate range (1) | 0.34 - 0.69 | % | 0.42 - 0.65 | % | |||||||||
Dividend yield | 0 | % | 0 | % | |||||||||
Volatility range | 347.74 - 381.9 | 0 | % | 306.62-327.98 | % | ||||||||
Expected exercise term in years | 1.92 – 3.17 | 2.89 – 4.12 | |||||||||||
-1 | The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2014 and January 31, 2013, respectively. | ||||||||||||
9_FAIR_VALUE_MEASUREMENTS_Tabl
9. FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Company's Financial Assets and Liabilities Accounted at Fair Value on Recurring Basis | ' | ||||||||||||||||
Fair Value Measurements at | |||||||||||||||||
January 31, 2014 and 2013 | |||||||||||||||||
Description | (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
Carrying | |||||||||||||||||
Value | |||||||||||||||||
Derivative liability - January 31, 2014 | $ | - | $ | - | $ | 324,642 | $ | 324,642 | |||||||||
Derivative liability - January 31, 2013 | $ | - | $ | - | $ | 327,661 | $ | 327,661 | |||||||||
Reconciliation of Changes in Fair Value of Assets and Liabilities Classified As Level 3 | ' | ||||||||||||||||
Significant Unobservable Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Year Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Derivative liabilities - beginning balance | $ | 327,661 | $ | 1,817,100 | |||||||||||||
Additions | - | 101,985 | |||||||||||||||
Reductions | - | - | |||||||||||||||
Change in fair value | (3,019 | ) | (1,591,424 | ) | |||||||||||||
Derivative liabilities - ending balance | $ | 324,642 | $ | 327,661 | |||||||||||||
Realized and unrealized gain on derivatives, net, included in earnings for the years ended January 31, 2014 and 2013 | $ | 3,019 | $ | 1,591,424 |
13_WARRANTS_Tables
13. WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Warrants Tables | ' | ||||||||||||||||
Schedule of warrants | ' | ||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | average | average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at January 31, 2013 | 83,342,389 | $ | 0.032 | 3.037 | $ | - | |||||||||||
Granted | 325,000,000 | $ | 0.001 | - | $ | - | |||||||||||
Outstanding at January 31, 2014 | 408,342,389 | $ | 0.007 | 8.209 | $ | 2,242,500 | |||||||||||
Exercisable at January 31, 2014 | 408,342,389 | $ | 0.007 | 8.209 | $ | 2,242,500 |
14_INCOME_TAXES_Tables
14. INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Income Taxes Tables | ' | ||||||||
Schedule of deferred tax assets | ' | ||||||||
2014 | 2013 | ||||||||
Loss carry-forwards | $ | 1,150,000 | $ | 970,000 | |||||
Less - valuation allowance | (1,150,000 | ) | (970,000 | ) | |||||
Total net deferred tax assets | $ | - | $ | - |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | 117 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | |
Disclosure Summary Of Significant Accounting Policies Additional Information [Abstract] | ' | ' | ' |
Mineral Rights | $108,750 | $91,250 | $108,750 |
Mineral property expenses | $48,161 | $233,718 | $715,634 |
3_EXPLORATION_STAGE_ACTIVITIES1
3. EXPLORATION STAGE ACTIVITIES AND GOING CONCERN (Details Narrative) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Disclosure Exploration Stage Activities and Going Concern Additional Information [Abstract] | ' | ' |
Development stage enterprise, deficit accumulated during development stage | $3,486,292 | $2,832,452 |
5_PROPERTY_AND_EQUIPMENT_Detai
5. PROPERTY AND EQUIPMENT (Details) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Property And Equipment Details | ' | ' |
Vehicles | $8,809 | $8,809 |
Less: accumulated depreciation | -4,467 | -2,705 |
Property and equipment, net | $4,342 | $6,104 |
8_DERIVATIVE_LIABILITIES_Detai
8. DERIVATIVE LIABILITIES (Details) (USD $) | 12 Months Ended |
Jan. 31, 2014 | |
Warrant 1 | ' |
Common stock issuable upon exercise of warrants | 30,739,129 |
Market price of the Company's common stock on the measurement dates, min | $0.05 |
Market price of the Company's common stock on the measurement dates, max | $0.09 |
Exercise price | $0.13 |
Risk free interest rate | 0.34% |
Dividend yield | 0.00% |
Volatility range, min | 365.22% |
Volatility range, max | 368.79% |
Expected exercise term in years, min | '1 year 11 months 11 days |
Expected exercise term in years, max | '1 year 11 months 23 days |
Warrant 2 | ' |
Common stock issuable upon exercise of warrants | 4,000,000 |
Market price of the Company's common stock on the measurement dates, min | $0.08 |
Market price of the Company's common stock on the measurement dates, max | $0.10 |
Exercise price | $0.13 |
Risk free interest rate | 0.34% |
Dividend yield | 0.00% |
Volatility range, min | 378.72% |
Volatility range, max | 381.90% |
Expected exercise term in years, min | '2 years 2 months 16 days |
Expected exercise term in years, max | '2 years 3 months 11 days |
Warrant 3 | ' |
Common stock issuable upon exercise of warrants | 4,000,000 |
Market price of the Company's common stock on the measurement dates, min | $0.07 |
Market price of the Company's common stock on the measurement dates, max | $308 |
Exercise price | $0.13 |
Risk free interest rate | 0.52% |
Dividend yield | 0.00% |
Volatility range, min | 370.07% |
Volatility range, max | 373.99% |
Expected exercise term in years, min | '2 years 4 months 28 days |
Expected exercise term in years, max | '2 years 5 months 26 days |
Warrant 4 | ' |
Common stock issuable upon exercise of warrants | 2,125,000 |
Market price of the Company's common stock on the measurement dates, min | $0.05 |
Exercise price | $0.06 |
Risk free interest rate | 0.69% |
Dividend yield | 0.00% |
Volatility range, min | 347.74% |
Expected exercise term in years, min | '3 years 2 months 1 day |
8_DERIVATIVE_LIABILITIES_Detai1
8. DERIVATIVE LIABILITIES (Details 1) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Derivative Liabilities Details 1 | ' | ' |
Common stock issuable upon exercise of warrants | 41,671,195 | 41,671,195 |
Market price of the Company's common stock on the measurement dates | $0.01 | $0.01 |
Exercise price range, min | $0.03 | $0.03 |
Exercise price range, max | $0.06 | $0.06 |
Risk free interest rate range (1), min | 0.34% | 0.42% |
Risk free interest rate range (1), max | 0.69% | 0.65% |
Dividend yield | 0.00% | 0.00% |
Volatility range, min | 347.74% | 306.62% |
Volatility range, max | 381.90% | 327.98% |
Expected exercise term in years, min | '1 year 11 months 1 day | '2 years 10 months 20 days |
Expected exercise term in years, max | '3 years 2 months 1 day | '4 years 1 month 13 days |
9_FAIR_VALUE_MEASUREMENTS_Deta
9. FAIR VALUE MEASUREMENTS (Details) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Derivative liability | $324,642 | $327,661 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Derivative liability | ' | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Derivative liability | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Derivative liability | $324,642 | $327,661 |
9_FAIR_VALUE_MEASUREMENTS_Deta1
9. FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Fair Value Measurements Details 1 | ' | ' |
Derivative liabilities - beginning balance | $327,661 | $1,817,100 |
Additions | ' | 101,985 |
Reductions | ' | ' |
Change in fair value | -3,019 | -1,839,763 |
Derivative liabilities - ending balance at October 31, 2013 and 2012 | 324,642 | 327,661 |
Realized and unrealized gain (loss) on derivatives, net, included in earnings for the nine-month periods ended October 31, 2013 and 2012 | $3,019 | $1,839,763 |
13_WARRANTS_Details
13. WARRANTS (Details) (USD $) | 12 Months Ended |
Jan. 31, 2014 | |
Warrants Details | ' |
Number of Warrants Outstanding, Beginning | 83,342,389 |
Number of Warrants Granted | 325,000,000 |
Number of Warrants Outstanding, End | 408,342,389 |
Number of Warrants Exercisable | 408,342,389 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price Outstanding, Beginning | $0.03 |
Weighted Average Exercise Price Granted | $0.00 |
Weighted Average Exercise Price Outstanding, Ending | $0.01 |
Weighted Average Exercise Price Exercisable | 0.007 |
Weighted-Average Remaining Contractual Term | ' |
Outstanding at the beginning of period | '3 years 14 days |
Vested and expected to vest at end of period | '8 years 2 months 16 days |
Exercisable at end of period | '8 years 2 months 16 days |
Aggregate Intrinsic Value | ' |
Oustanding Ending | 2,242,500 |
Exercisable at end of period | 2,242,500 |
14_INCOME_TAXES_Details
14. INCOME TAXES (Details) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Income Taxes Details | ' | ' |
Loss carry-forwards | $1,150,000 | $970,000 |
Less - valuation allowance | -1,150,000 | -970,000 |
Total net deferred tax assets | ' | ' |