Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2013 | 14-May-13 | |
Document Information [Line Items] | ||
Entity Registrant Name | Western Graphite Inc. | |
Entity Central Index Key | 1389294 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | WSGP | |
Entity Common Stock, Shares Outstanding | 71,000,000 | |
Document Type | 10-Q | |
Amendment Flag | TRUE | |
Amendment Description | The purpose of this Amendment No. 2 to Western Graphite Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 is to amend the financial statements and the Management’s Discussion and Analysis.We are filing this Amendment No.2 to reflect the restatement of our unaudited condensed financial statements contained herein. On October 17, 2014, management concluded that, because of an error identified in the Company’s previously issued financial statements for the quarter ended March 31, 2013, the Company should restate its previously issued financial statements for the relevant periods. Accordingly, investors should no longer rely upon the Company’s previously released financial statements for these periods or any earnings releases or other communications relating to these periods.Please see Note 2 – Restatement contained in the Notes to Unaudited Condensed Financial Statements appearing later in this Form 10-Q/A Amendment No.2 which further describes the effect of these restatements.No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A includes new certifications by our principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the items noted above, no other information included in the Company’s original Form 10-Q is being amended by this Form 10-Q/A. | |
Document Period End Date | 31-Mar-13 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2013 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ||
Cash | $4,956 | $73 |
Prepaid expenses | 502 | 3,937 |
Investments, net | 0 | 0 |
Total Current Assets | 5,458 | 4,010 |
Property and equipment, net | 0 | 0 |
TOTAL ASSETS | 5,458 | 4,010 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 7,618 | 60 |
Loan payable - related party | 37,325 | 31,325 |
Total Current Liabilities | 44,943 | 31,385 |
TOTAL LIABILITIES | 44,943 | 31,385 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIENCY | ||
Common stock, $0.001 par value; 750,000,000 and 75,000,000 shares authorized, respectively, 71,000,000 and 58,000,000 shares issued and outstanding, respectively | 71,000 | 58,000 |
Additional paid-in capital | 6,503,000 | 16,000 |
Accumulated deficit | -6,613,485 | -101,375 |
TOTAL STOCKHOLDERS' DEFICIENCY | -39,485 | -27,375 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $5,458 | $4,010 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 750,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 71,000,000 | 58,000,000 |
Common Stock, Shares, Outstanding | 71,000,000 | 58,000,000 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
REVENUES | ||
Revenues | $0 | $0 |
TOTAL REVENUES | 0 | 0 |
OPERATING EXPENSES | ||
Impairment of investments and mining properties | 6,500,000 | 0 |
General and administrative expenses | 12,110 | 19,579 |
TOTAL OEPRATING EXPENSES | 6,512,110 | 19,579 |
LOSS FROM OPERATIONS | -6,512,110 | -19,579 |
NET LOSS | ($6,512,110) | ($19,579) |
Basic and diluted loss per share (in dollars per share) | ($0.11) | $0 |
Weighted average number of common shares outstanding (in shares) | 61,611,111 | 58,000,000 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($6,512,110) | ($19,579) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Impairment on investment | 1,500,000 | 0 |
Impairment on asset purchase | 5,000,000 | 0 |
Changes in operating assets and liabilities: | ||
Deposits | 3,435 | 0 |
Accounts payable and accrued liabilities | 7,558 | 4,135 |
NET CASH USED IN OPERATING ACTIVITIES | -1,117 | -15,444 |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from loans payable, related party | 6,000 | 20,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,000 | 20,000 |
Net increase in cash | 4,883 | 4,556 |
Cash, beginning of year | 73 | 17 |
Cash, end of year | 4,956 | 4,573 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Investments [Member] | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock Issued | 1,500,000 | 0 |
Asset Purchase [Member] | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock Issued | $5,000,000 | $0 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2013 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation [Text Block] | NOTE 1. DESCRIPTION OF BUSINESS |
Western Graphite Inc. (f/k/a Lucky Strike Explorations Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on December 15, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. | |
RESTATEMENT
RESTATEMENT | 3 Months Ended | ||||||||||
Mar. 31, 2013 | |||||||||||
Accounting Changes and Error Corrections [Abstract] | |||||||||||
Accounting Changes and Error Corrections [Text Block] | NOTE 2. RESTATEMENT | ||||||||||
The Company has restated herein its unaudited condensed financial statements as of March 31, 2013 and for the quarter ended March 31, 2013. The Company is no longer pursuing the acquisition of the mines stated in Note 5, therefore management has determined that the investments in the mining properties have been impaired due to inability of the Company to reliably determine the fair market value of the investments in the mining properties. The Company has reviewed all accounting transactions for the quarter, to determine the effects of these impairments on the financial statements. As a result of reviewing all accounting transactions for the quarter ended March 31, 2013, the Company has determined that property payments due and additional paid in capital needed to be restated as well due to findings in the documentation for all transactions reviewed related to the accounting for the investments in mining properties. | |||||||||||
The following represents the changes to the restated unaudited condensed financial statements as of and for the three months ended March 31, 2013: | |||||||||||
Unaudited Condensed Balance Sheets | |||||||||||
Restated | As previously reported | ||||||||||
March 31, 2013 | March 31, 2013 | Differences | |||||||||
ASSETS | |||||||||||
Current Assets | |||||||||||
Cash | $ | 4,956 | $ | 4,956 | $ | - | |||||
Deposit | 502 | 502 | - | ||||||||
Total Current Assets | 5,458 | 5,458 | - | ||||||||
Fixed Assets | |||||||||||
Mining properties | - | 1,513,000 | -1,513,000 | ||||||||
Total Assets | $ | 5,458 | $ | 1,518,458 | $ | -1,513,000 | |||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | |||||||||||
Current Liabilities | |||||||||||
Accounts payable and accrued expenses | $ | 7,618 | $ | 7,618 | $ | - | |||||
Loan payable - related party | 37,325 | 37,325 | - | ||||||||
Property payments due | - | 1,500,000 | -1,500,000 | ||||||||
Total Current Liabilities | 44,943 | 1,544,943 | -1,500,000 | ||||||||
Total Liabilities | 44,943 | 1,544,943 | -1,500,000 | ||||||||
Stockholders' Deficiency | |||||||||||
Common stock, $0.001 par value; 750,000,000 shares authorized, 71,000,000 shares issued and outstanding | 71,000 | 71,000 | - | ||||||||
Additional paid-in capital | 6,503,000 | 16,000 | 6,487,000 | ||||||||
Accumulated deficit | -6,613,485 | -113,485 | -6,500,000 | ||||||||
Total Stockholders' Deficiency | -39,485 | -26,485 | -13,000 | ||||||||
Total Liabilities and Stockholders' Deficiency | $ | 5,458 | $ | 1,518,458 | $ | -1,513,000 | |||||
Unaudited Condensed Statements of Operations | |||||||||||
For the Three Months Ended | |||||||||||
Restated | As previously reported | ||||||||||
March 31, 2013 | March 31, 2013 | Differences | |||||||||
Revenues | |||||||||||
Revenues | $ | - | $ | - | $ | - | |||||
Total Revenues | - | - | - | ||||||||
Operating Expenses | |||||||||||
Impairment of investments and mining properties | 6,500,000 | - | 6,500,000 | ||||||||
General and administrative expenses | 12,110 | 12,110 | - | ||||||||
Total Operating Expenses | 6,512,110 | 12,110 | 6,500,000 | ||||||||
Loss from Operations | -6,512,110 | -12,110 | -6,500,000 | ||||||||
Net Loss | $ | -6,512,110 | $ | -12,110 | $ | -6,500,000 | |||||
Basic and Diluted Loss per Share | $ | -0.11 | $ | 0 | |||||||
Weighted average number of common shares outstanding | 61,611,111 | 62,211,111 | |||||||||
Unaudited Condensed Statements of Cash Flows | |||||||||||
For the Three Months Ended | |||||||||||
Restated | As previously reported | ||||||||||
March 31, 2013 | March 31, 2013 | Differences | |||||||||
Cash Flows From Operating Activities: | |||||||||||
Net Loss | $ | -6,512,110 | $ | -12,110 | $ | -6,500,000 | |||||
Adjustments to reconcile net loss to net cash used in operations | |||||||||||
Impairment on investment | 1,500,000 | - | 1,500,000 | ||||||||
Impairment on asset purchase | 5,000,000 | - | 5,000,000 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
(Increase) decrease in deposit | 3,435 | 3,434 | 1 | ||||||||
Increase (decrease) in accounts payable and accrued liabilities | 7,558 | 7,559 | -1 | ||||||||
Increase (decrease) in property payments due | - | 1,500,000 | -1,500,000 | ||||||||
Net Cash (Used In) Provided By Operating Activities | -1,117 | 1,498,883 | -1,500,000 | ||||||||
Cash Flows From Investing Activities: | |||||||||||
Acquisition of mining properties | - | -1,513,000 | 1,513,000 | ||||||||
Net Cash Used In Investing Activities | - | -1,513,000 | 1,513,000 | ||||||||
Cash Flows From Financing Activities: | |||||||||||
Loan payable - related party | 6,000 | 6,000 | - | ||||||||
Issuance of common stock | - | 13,000 | -13,000 | ||||||||
Net Cash Provided by Financing Activities | 6,000 | 19,000 | -13,000 | ||||||||
Net Increase in Cash | 4,883 | 4,883 | - | ||||||||
Cash at Beginning of Period | 73 | 73 | - | ||||||||
Cash at End of Period | $ | 4,956 | $ | 4,956 | $ | - | |||||
Supplemental disclosure of cash flow information: | |||||||||||
Cash paid for interest | $ | - | $ | - | $ | - | |||||
Cash paid for income taxes | $ | - | $ | - | $ | - | |||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
Common stock issued for investment | $ | 1,500,000 | $ | - | $ | 1,500,000 | |||||
Common stock issued for asset purchase | $ | 5,000,000 | $ | - | $ | 5,000,000 | |||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2013 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
BASIS OF ACCOUNTING | |
The Company’s policy is to maintain its books and prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 10-K have been omitted. | |
USE OF ESTIMATES | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
CASH AND CASH EQUIVALENTS | |
The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. As of March 31, 2013 and December 31, 2012, the Company did not have bank balances that exceeded the FDIC insured limits. | |
EARNINGS PER SHARE | |
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | |
For the three months ended March 31, 2013 and 2012, the Company had no potentially dilutive commitments to issue common stock. | |
LONG-LIVED ASSETS | |
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s long-lived assets may be impaired. An asset’s value may be impaired only if management’s estimate of the aggregate future cash flows, on an undiscounted basis, to be generated by the asset are less than the carrying value of the asset. | |
If impairment has occurred, the loss is measured as the excess of the carrying amount of the asset over its fair value. The Company’s estimates of aggregate future cash flows expected to be generated by each long-lived asset are based on a number of assumptions that are subject to economic and market uncertainties. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in their impairment analyses may not be achieved. As of March 31, 2013, total asset impairment was $5,000,000. | |
FAIR VALUE MEASUREMENT | |
The carrying amounts reported in the Company’s financial statements for prepaid expenses, accounts payable and accrued expenses, and loans payable approximate their fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported in the balance sheet for its notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
In June 2014 the Financial Accounting Standards Board issued Accounting Standards Update ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. | |
The Company has elected to adopt the provisions of ASU 2014-10 for the current three months ending March 31, 2013. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow. | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its financial statements. | |
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2013 | |
Going Concern [Abstract] | |
Going Concern Disclosure [Text Block] | NOTE 4. GOING CONCERN |
The Company’s unaudited condensed financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net losses of $6,512,110 and $19,579 during the three months ended March 31, 2013 and 2012, respectively. Cash on hand will not be sufficient to cover debt repayments scheduled as of March 31, 2013 and operating expenses and capital expenditure requirements for at least twelve months from the balance sheet date. As of March 31, 2013 and December 31, 2012, the Company had working capital deficits of $39,485 and $27,375, respectively. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
INVESTMENT_IN_MINING_PROPERTIE
INVESTMENT IN MINING PROPERTIES | 3 Months Ended |
Mar. 31, 2013 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Industries Disclosures [Text Block] | NOTE 5. INVESTMENT IN MINING PROPERTIES |
On February 27, 2013, the Company acquired all the rights, title and interest in certain lands covering approximately 495 hectares known as the Amorf Graphite property located in the district of Bozyazi, in the village of Cabukkoyaoi, Mersin Province, Turkey. The Company acquired the rights to the property pursuant to an agreement with Dr. Ahment Unsai in exchange for 3,000,000 shares, of the Company’s common stock valued at $0.50 per shares for a total of $1,500,000, along with two future payments totaling $1,500,000. As of February 27, 2013, the Company does not have control of the property and therefore has accounted for the acquisition as an investment. The Company no longer is pursuing the purchase of the Amorf Graphite property, and thus the remaining terms of the deal have nullified. The Company has determined that the fair market value of the Amorf Graphite property cannot be reliably determined and therefore it has deemed a total impairment of $1,500,000 and corresponding impairment expense on the rights to the property. | |
On March 4, 2013, the Company entered into an agreement with Seyit Kucuk for the acquisition of five claims located in the Omineca Mining Division of the Province of British Columbia. The claims, which cover approximately 2,524 hectares, are known as the Pure Flake Graphite property and are subject to a 2% net milling royalty. In consideration for the acquisition of these claims, the Company issued 10,000,000 shares, valued at $0.50 per shares for a total of $5,000,000, of the company’s restricted common stock. The Company has determined that the fair market value of the Pure Flake Graphite property cannot be reliably determined and therefore it has deemed a total impairment of $5,000,000 and corresponding impairment expense on the property. | |
LOAN_PAYABLE_RELATED_PARTY
LOAN PAYABLE - RELATED PARTY | 3 Months Ended |
Mar. 31, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 6. LOAN PAYABLE – RELATED PARTY |
As of March 31, 2013, $37,325 is owed to an ex-officer and director of the Company and is non-interest bearing with no specific repayment terms. The Company plans to repay this loan through stock issuances, or through funding from the next round of financing. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2013 | |
Stockholders Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | NOTE 7. STOCKHOLDERS’ EQUITY |
The stockholders equity section of the Company contains the following classes of capital stock as of March 31, 2013 and December 31, 2012: Common Stock, $0.001 par value: shares issued and outstanding of 71,000,000 and 58,000,000, respectively. | |
Transactions, other than employee’s stock issuance, are in accordance with ASC 505. These issuances shall be accounted for based on the fair value of the consideration received. Transactions with employee’s stock issuance are in accordance with ASC 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. | |
On February 27, 2013 the Company effected a 10 for 1 forward split of its issued and outstanding share capital such that everyone’s share of common stock issued and outstanding prior to the split was exchanged for ten post-split shares of common stock. The number of shares referred to in these financial statements reflect a post-split number of shares. The Company’s post-split authorized capital has increased to 750,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented. | |
On March 6, 2013 the Company issued a total of 3,000,000 shares of common stock to one individual for consideration for the rights to purchase the Amorf Graphite property, valued at $0.50 per share for a total of $1,500,000. | |
On March 6, 2013 the Company issued a total of 10,000,000 shares of common stock to one individual for the acquisition of the Pure Flake property, valued at $0.50 per share for a total of $5,000,000. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 8. SUBSEQUENT EVENTS |
Effective July 8, 2013 Seyit Kucuk resigned as President, Chief Executive Officer and Director of the Company. Mr. Kucuk’s resignation was not the result of any disagreements with our Company regarding our operations, policies, practices or otherwise. | |
Concurrently, with the resignation of Seyit Kucuk, the Company appointed Lauren Notar as President and Chief Executive Officer. Ms. Notar also acts as Treasurer, Chief Financial Officer, Secretary and Director of the Company. The Company also appointed Harry Bygdnes as a Director of the Company to fill the ensuing vacancy, effective July 1, 2013. | |
July 30, 2013, the Company’s Board of Directors approved the adoption of the 2013 Stock Option Plan, which permits the Company to issue up to 10,665,000 shares of common stock to directors, officers, employees and consultants upon the exercise of stock options granted under the 2013 Stock Option Plan. | |
On April 3, 2014, the Company issued a convertible promissory note for $63,000 to an unrelated party for consulting services. The note accrues interest at 12% per annum, compounded monthly and matures on October 3, 2014. In the event of default, any overdue amounts will accrue interest at 20% per annum, compounded monthly. The principal balance of the note is convertible to common stock at the lower of either 0.03, or 50% of the lowest traded price 20 days prior to conversion, and is limited to 4.99% of the Company’s outstanding common stock at the time of conversion. All interest that accrues is convertible at $0.0001. | |
On May 1, 2014, the Company issued a convertible promissory note for $50,000. The note was issued for $30,000 in cash and $20,000 in payments towards services rendered. The note is due on demand and accrues interest at a rate of 8% per annum. In the event of default, the interest rate increases to 22% per annum on a simple interest basis. The note is convertible at a rate of 10% of the average of the three lowest trading prices for the ten days prior to conversion, and can be converted at any time at the option of the holder. | |
On August 15, 2014, the Company issued 62,000,000 shares of common stock, valued at $0.0002 per share totaling $10,000 to a related party, for cash. | |
In addition, in a private sale, on July 29, 2014, Lauren Notar, former Chief Executive Officer, sold to the Guelph Partners, LLC 10,000,000 shares of common stock out of her personal ownership which, when combined with the Stock Purchase Agreement of August 20, 2014, grants the Purchaser an aggregate of seventy two million (72,000,000) shares, representing fifty four percent (54%) of the issued and outstanding shares of the Company, on a fully-diluted basis. | |
On August 26, 2014, the Chairman and Chief Executive Officer (“CEO”) of the Company, Lauren Notar, resigned and David Wimberly became the new Chairman and CEO of the Company. | |
On August 26, 2014, the Company issued a convertible promissory note for $120,000 for consulting services. The note is due on August 26, 2015 and accrues interest at a rate of 10% per annum, compounded monthly. The principal balance of the note is convertible at X-(X*25%), where X is the lesser of the closing price on date of conversion, or the closing price on date the note was executed multiplied by 1.25, and can be converted at any time at the option of the holder of the note. | |
On September 3, 2014, the Company issued a convertible promissory note for $60,000 for consulting services. This note is due on March 3, 2015 and accrues interest at a rate of 10% per annum, compounded monthly. The principal balance of this note is convertible at the lesser of $0.0037 or the closing price on the date of conversion, and can be converted at any time at the option of the holder. | |
On September 10, 2014, the Company issued a convertible promissory note for $52,500 for consulting services. The note is due on April 10, 2015 and accrues interest at a rate of 10% per annum, compounded monthly. The principal balance of this note is convertible at the lesser of $0.0025 or the closing price on the date of conversion, and can be converted at any time at the option of the holder. | |
On September 18, 2014, the Company issued 4,500,000 shares of common stock, valued at $0.0044 per share totaling $19,800 to an unrelated third party for legal services rendered. | |
On November 13, 2014, the Company issued to 2,430,000 shares of common stock to a related party for consulting services regarding the finances and management of the Company’s business. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2013 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF ACCOUNTING |
The Company’s policy is to maintain its books and prepare its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 10-K have been omitted. | |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS |
The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. As of March 31, 2013 and December 31, 2012, the Company did not have bank balances that exceeded the FDIC insured limits. | |
Earnings Per Share, Policy [Policy Text Block] | EARNINGS PER SHARE |
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | |
For the three months ended March 31, 2013 and 2012, the Company had no potentially dilutive commitments to issue common stock. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | LONG-LIVED ASSETS |
On a periodic basis, management assesses whether there are any indicators that the value of the Company’s long-lived assets may be impaired. An asset’s value may be impaired only if management’s estimate of the aggregate future cash flows, on an undiscounted basis, to be generated by the asset are less than the carrying value of the asset. | |
If impairment has occurred, the loss is measured as the excess of the carrying amount of the asset over its fair value. The Company’s estimates of aggregate future cash flows expected to be generated by each long-lived asset are based on a number of assumptions that are subject to economic and market uncertainties. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in their impairment analyses may not be achieved. As of March 31, 2013, total asset impairment was $5,000,000. | |
Fair Value Measurement, Policy [Policy Text Block] | FAIR VALUE MEASUREMENT |
The carrying amounts reported in the Company’s financial statements for prepaid expenses, accounts payable and accrued expenses, and loans payable approximate their fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported in the balance sheet for its notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. | |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS |
In June 2014 the Financial Accounting Standards Board issued Accounting Standards Update ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. | |
The Company has elected to adopt the provisions of ASU 2014-10 for the current three months ending March 31, 2013. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow. | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its financial statements. | |
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. | |
RESTATEMENT_Tables
RESTATEMENT (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2013 | |||||||||||
Accounting Changes and Error Corrections [Abstract] | |||||||||||
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The following represents the changes to the restated unaudited condensed financial statements as of and for the three months ended March 31, 2013: | ||||||||||
Unaudited Condensed Balance Sheets | |||||||||||
Restated | As previously reported | ||||||||||
March 31, 2013 | March 31, 2013 | Differences | |||||||||
ASSETS | |||||||||||
Current Assets | |||||||||||
Cash | $ | 4,956 | $ | 4,956 | $ | - | |||||
Deposit | 502 | 502 | - | ||||||||
Total Current Assets | 5,458 | 5,458 | - | ||||||||
Fixed Assets | |||||||||||
Mining properties | - | 1,513,000 | -1,513,000 | ||||||||
Total Assets | $ | 5,458 | $ | 1,518,458 | $ | -1,513,000 | |||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | |||||||||||
Current Liabilities | |||||||||||
Accounts payable and accrued expenses | $ | 7,618 | $ | 7,618 | $ | - | |||||
Loan payable - related party | 37,325 | 37,325 | - | ||||||||
Property payments due | - | 1,500,000 | -1,500,000 | ||||||||
Total Current Liabilities | 44,943 | 1,544,943 | -1,500,000 | ||||||||
Total Liabilities | 44,943 | 1,544,943 | -1,500,000 | ||||||||
Stockholders' Deficiency | |||||||||||
Common stock, $0.001 par value; 750,000,000 shares authorized, 71,000,000 shares issued and outstanding | 71,000 | 71,000 | - | ||||||||
Additional paid-in capital | 6,503,000 | 16,000 | 6,487,000 | ||||||||
Accumulated deficit | -6,613,485 | -113,485 | -6,500,000 | ||||||||
Total Stockholders' Deficiency | -39,485 | -26,485 | -13,000 | ||||||||
Total Liabilities and Stockholders' Deficiency | $ | 5,458 | $ | 1,518,458 | $ | -1,513,000 | |||||
Unaudited Condensed Statements of Operations | |||||||||||
For the Three Months Ended | |||||||||||
Restated | As previously reported | ||||||||||
March 31, 2013 | March 31, 2013 | Differences | |||||||||
Revenues | |||||||||||
Revenues | $ | - | $ | - | $ | - | |||||
Total Revenues | - | - | - | ||||||||
Operating Expenses | |||||||||||
Impairment of investments and mining properties | 6,500,000 | - | 6,500,000 | ||||||||
General and administrative expenses | 12,110 | 12,110 | - | ||||||||
Total Operating Expenses | 6,512,110 | 12,110 | 6,500,000 | ||||||||
Loss from Operations | -6,512,110 | -12,110 | -6,500,000 | ||||||||
Net Loss | $ | -6,512,110 | $ | -12,110 | $ | -6,500,000 | |||||
Basic and Diluted Loss per Share | $ | -0.11 | $ | 0 | |||||||
Weighted average number of common shares outstanding | 61,611,111 | 62,211,111 | |||||||||
Unaudited Condensed Statements of Cash Flows | |||||||||||
For the Three Months Ended | |||||||||||
Restated | As previously reported | ||||||||||
March 31, 2013 | March 31, 2013 | Differences | |||||||||
Cash Flows From Operating Activities: | |||||||||||
Net Loss | $ | -6,512,110 | $ | -12,110 | $ | -6,500,000 | |||||
Adjustments to reconcile net loss to net cash used in operations | |||||||||||
Impairment on investment | 1,500,000 | - | 1,500,000 | ||||||||
Impairment on asset purchase | 5,000,000 | - | 5,000,000 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
(Increase) decrease in deposit | 3,435 | 3,434 | 1 | ||||||||
Increase (decrease) in accounts payable and accrued liabilities | 7,558 | 7,559 | -1 | ||||||||
Increase (decrease) in property payments due | - | 1,500,000 | -1,500,000 | ||||||||
Net Cash (Used In) Provided By Operating Activities | -1,117 | 1,498,883 | -1,500,000 | ||||||||
Cash Flows From Investing Activities: | |||||||||||
Acquisition of mining properties | - | -1,513,000 | 1,513,000 | ||||||||
Net Cash Used In Investing Activities | - | -1,513,000 | 1,513,000 | ||||||||
Cash Flows From Financing Activities: | |||||||||||
Loan payable - related party | 6,000 | 6,000 | - | ||||||||
Issuance of common stock | - | 13,000 | -13,000 | ||||||||
Net Cash Provided by Financing Activities | 6,000 | 19,000 | -13,000 | ||||||||
Net Increase in Cash | 4,883 | 4,883 | - | ||||||||
Cash at Beginning of Period | 73 | 73 | - | ||||||||
Cash at End of Period | $ | 4,956 | $ | 4,956 | $ | - | |||||
Supplemental disclosure of cash flow information: | |||||||||||
Cash paid for interest | $ | - | $ | - | $ | - | |||||
Cash paid for income taxes | $ | - | $ | - | $ | - | |||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
Common stock issued for investment | $ | 1,500,000 | $ | - | $ | 1,500,000 | |||||
Common stock issued for asset purchase | $ | 5,000,000 | $ | - | $ | 5,000,000 | |||||
RESTATEMENT_Details
RESTATEMENT (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Current Assets | ||
Cash | $4,956 | $73 |
Deposit | 502 | |
Total Current Assets | 5,458 | 4,010 |
Fixed Assets | ||
Mining properties | 0 | |
TOTAL ASSETS | 5,458 | 4,010 |
Current Liabilities | ||
Accounts payable and accrued expenses | 7,618 | 60 |
Loan payable - related party | 37,325 | 31,325 |
Property payments due | 0 | |
Total Current Liabilities | 44,943 | 31,385 |
TOTAL LIABILITIES | 44,943 | 31,385 |
Stockholders' Deficiency | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized, 71,000,000 shares issued and outstanding | 71,000 | 58,000 |
Additional paid-in capital | 6,503,000 | 16,000 |
Accumulated deficit | -6,613,485 | -101,375 |
TOTAL STOCKHOLDERS' DEFICIENCY | -39,485 | -27,375 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 5,458 | 4,010 |
As previously reported [Member] | ||
Current Assets | ||
Cash | 4,956 | 73 |
Deposit | 502 | |
Total Current Assets | 5,458 | |
Fixed Assets | ||
Mining properties | 1,513,000 | |
TOTAL ASSETS | 1,518,458 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 7,618 | |
Loan payable - related party | 37,325 | |
Property payments due | 1,500,000 | |
Total Current Liabilities | 1,544,943 | |
TOTAL LIABILITIES | 1,544,943 | |
Stockholders' Deficiency | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized, 71,000,000 shares issued and outstanding | 71,000 | |
Additional paid-in capital | 16,000 | |
Accumulated deficit | -113,485 | |
TOTAL STOCKHOLDERS' DEFICIENCY | -26,485 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 1,518,458 | |
Differences [Member] | ||
Current Assets | ||
Cash | 0 | 0 |
Deposit | 0 | |
Total Current Assets | 0 | |
Fixed Assets | ||
Mining properties | -1,513,000 | |
TOTAL ASSETS | -1,513,000 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 0 | |
Loan payable - related party | 0 | |
Property payments due | -1,500,000 | |
Total Current Liabilities | -1,500,000 | |
TOTAL LIABILITIES | -1,500,000 | |
Stockholders' Deficiency | ||
Common stock, $0.0001 par value; 750,000,000 shares authorized, 71,000,000 shares issued and outstanding | 0 | |
Additional paid-in capital | 6,487,000 | |
Accumulated deficit | -6,500,000 | |
TOTAL STOCKHOLDERS' DEFICIENCY | -13,000 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ($1,513,000) |
RESTATEMENT_Details_1
RESTATEMENT (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Revenues | ||
Revenues | $0 | $0 |
TOTAL REVENUES | 0 | 0 |
Operating Expenses | ||
Impairment of investments and mining properties | 6,500,000 | 0 |
General and administrative expenses | 12,110 | 19,579 |
TOTAL OEPRATING EXPENSES | 6,512,110 | 19,579 |
LOSS FROM OPERATIONS | -6,512,110 | -19,579 |
NET LOSS | -6,512,110 | -19,579 |
Basic and Diluted Loss per Share (in dollars per share) | ($0.11) | $0 |
Weighted average number of common shares outstanding (in shares) | 61,611,111 | 58,000,000 |
As previously reported [Member] | ||
Revenues | ||
Revenues | 0 | |
TOTAL REVENUES | 0 | |
Operating Expenses | ||
Impairment of investments and mining properties | 0 | |
General and administrative expenses | 12,110 | |
TOTAL OEPRATING EXPENSES | 12,110 | |
LOSS FROM OPERATIONS | -12,110 | |
NET LOSS | -12,110 | |
Basic and Diluted Loss per Share (in dollars per share) | $0 | |
Weighted average number of common shares outstanding (in shares) | 62,211,111 | |
Differences [Member] | ||
Revenues | ||
Revenues | 0 | |
TOTAL REVENUES | 0 | |
Operating Expenses | ||
Impairment of investments and mining properties | 6,500,000 | |
General and administrative expenses | 0 | |
TOTAL OEPRATING EXPENSES | 6,500,000 | |
LOSS FROM OPERATIONS | -6,500,000 | |
NET LOSS | ($6,500,000) |
RESTATEMENT_Details_2
RESTATEMENT (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | ($6,512,110) | ($19,579) |
Adjustments to reconcile net loss to net cash used in operations | ||
Impairment on investment | 1,500,000 | 0 |
Impairment on asset purchase | 5,000,000 | 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in deposit | 3,435 | 0 |
Increase (decrease) in accounts payable and accrued liabilities | 7,558 | 4,135 |
Increase (decrease) in property payments due | 0 | |
NET CASH USED IN OPERATING ACTIVITIES | -1,117 | -15,444 |
Cash Flows From Investing Activities: | ||
Acquisition of mining properties | 0 | |
Net Cash Used In Investing Activities | 0 | 0 |
Cash Flows From Financing Activities: | ||
Loan payable - related party | 6,000 | 20,000 |
Issuance of common stock | 0 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,000 | 20,000 |
Net increase in cash | 4,883 | 4,556 |
Cash at Beginning of Period | 73 | |
Cash at End of Period | 4,956 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
investment [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | 1,500,000 | |
asset purchase [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | 5,000,000 | |
As previously reported [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | -12,110 | |
Adjustments to reconcile net loss to net cash used in operations | ||
Impairment on investment | 0 | |
Impairment on asset purchase | 0 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in deposit | 3,434 | |
Increase (decrease) in accounts payable and accrued liabilities | 7,559 | |
Increase (decrease) in property payments due | 1,500,000 | |
NET CASH USED IN OPERATING ACTIVITIES | 1,498,883 | |
Cash Flows From Investing Activities: | ||
Acquisition of mining properties | -1,513,000 | |
Net Cash Used In Investing Activities | -1,513,000 | |
Cash Flows From Financing Activities: | ||
Loan payable - related party | 6,000 | |
Issuance of common stock | 13,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 19,000 | |
Net increase in cash | 4,883 | |
Cash at Beginning of Period | 73 | |
Cash at End of Period | 4,956 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | |
Cash paid for income taxes | 0 | |
As previously reported [Member] | investment [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | 0 | |
As previously reported [Member] | asset purchase [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | 0 | |
Differences [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | -6,500,000 | |
Adjustments to reconcile net loss to net cash used in operations | ||
Impairment on investment | 1,500,000 | |
Impairment on asset purchase | 5,000,000 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in deposit | 1 | |
Increase (decrease) in accounts payable and accrued liabilities | -1 | |
Increase (decrease) in property payments due | -1,500,000 | |
NET CASH USED IN OPERATING ACTIVITIES | -1,500,000 | |
Cash Flows From Investing Activities: | ||
Acquisition of mining properties | 1,513,000 | |
Net Cash Used In Investing Activities | 1,513,000 | |
Cash Flows From Financing Activities: | ||
Loan payable - related party | 0 | |
Issuance of common stock | -13,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | -13,000 | |
Net increase in cash | 0 | |
Cash at Beginning of Period | 0 | |
Cash at End of Period | 0 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | |
Cash paid for income taxes | 0 | |
Differences [Member] | investment [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | 1,500,000 | |
Differences [Member] | asset purchase [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued | $5,000,000 |
RESTATEMENT_Details_Textual
RESTATEMENT (Details Textual) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 750,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 71,000,000 | 58,000,000 |
Common Stock, Shares, Outstanding | 71,000,000 | 58,000,000 |
As previously reported [Member] | ||
Common Stock, Par or Stated Value Per Share | $0.00 | |
Common Stock, Shares Authorized | 750,000,000 | |
Common Stock, Shares, Issued | 71,000,000 | |
Common Stock, Shares, Outstanding | 71,000,000 | |
Differences [Member] | ||
Common Stock, Par or Stated Value Per Share | $0.00 | |
Common Stock, Shares Authorized | 750,000,000 | |
Common Stock, Shares, Issued | 71,000,000 | |
Common Stock, Shares, Outstanding | 71,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Accounting Policies [Line Items] | ||
Asset Impairment Charges, Total | $1,500,000 | $0 |
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
Going Concern [Line Items] | |||
Net loss | ($6,512,110) | ($19,579) | |
Working Capital Deficit | $39,485 | $27,375 |
INVESTMENT_IN_MINING_PROPERTIE1
INVESTMENT IN MINING PROPERTIES (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended |
Feb. 27, 2013 | Mar. 04, 2013 | |
ha | ha | |
Amorf Graphite property [Member] | ||
Schedule of Investments [Line Items] | ||
Area of Land | 495 | |
Sale of Stock, Price Per Share | $0.50 | |
Sale of Stock, Consideration Received Per Transaction | $1,500,000 | |
Impairment of Real Estate | 1,500,000 | |
Sale of Stock, Number of Shares Issued in Transaction | 3,000,000 | |
Sale Of Stock Consideration Future Payments | 1,500,000 | |
Pure Flake Graphite [Member] | ||
Schedule of Investments [Line Items] | ||
Percentage Of Net Milling Property | 2.00% | |
Area of Land | 2,524 | |
Sale of Stock, Price Per Share | $0.50 | |
Impairment of Real Estate | 5,000,000 | |
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |
Pure Flake Graphite [Member] | Restricted Common Stock [Member] | ||
Schedule of Investments [Line Items] | ||
Sale of Stock, Consideration Received Per Transaction | $5,000,000 |
LOAN_PAYABLE_RELATED_PARTY_Det
LOAN PAYABLE - RELATED PARTY (Details Textual) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $37,325 | $31,325 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | ||
Feb. 27, 2013 | Mar. 06, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ||||
Common Stock, Shares, Issued | 71,000,000 | 58,000,000 | ||
Common Stock, Shares, Outstanding | 71,000,000 | 58,000,000 | ||
Common Stock, Shares Authorized | 750,000,000 | 75,000,000 | ||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||
Post-Split [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 750,000,000 | |||
Common Stock, Par or Stated Value Per Share | $0.00 | |||
Stockholders Equity Note, Stock Split | 10 for 1 | |||
Amorf Graphite property [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 3,000,000 | |||
Stock Issued During Period, Value, Purchase of Assets | $1,500,000 | |||
Shares Issued, Price Per Share | $0.50 | |||
Pure Flake Graphite [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 10,000,000 | |||
Stock Issued During Period, Value, Purchase of Assets | $5,000,000 | |||
Shares Issued, Price Per Share | $0.50 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (Subsequent Event [Member], USD $) | 1 Months Ended | 0 Months Ended | ||||||||
1-May-14 | Aug. 26, 2014 | Sep. 18, 2014 | Apr. 03, 2014 | Nov. 13, 2014 | Aug. 15, 2014 | Jul. 29, 2014 | Sep. 10, 2014 | Sep. 03, 2014 | Jul. 30, 2013 | |
Subsequent Event [Line Items] | ||||||||||
Convertible Notes Payable | $50,000 | |||||||||
Description On Convertible Notes Payable Convertible Terms | The note is due on demand and accrues interest at a rate of 8% per annum. In the event of default, the interest rate increases to 22% per annum on a simple interest basis. The note is convertible at a rate of 10% of the average of the three lowest trading prices for the ten days prior to conversion | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.00 | $0.00 | ||||||||
Debt Instruments Conversion Convertible Securities Issued For Cash | 30,000 | |||||||||
Debt Instruments Conversion Convertible Securities Issued For Services | 20,000 | |||||||||
Director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 10,665,000 | |||||||||
Consulting services [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Convertible Notes Payable | 120,000 | 52,500 | 60,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | |||||||
Description On Convertible Notes Payable Convertible Terms | The principal balance of the note is convertible at X-(X*25%), where X is the lesser of the closing price on date of conversion, or the closing price on date the note was executed multiplied by 1.25, and can be converted at any time at the option of the holder of the note. | |||||||||
Unrelated Party [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Convertible Notes Payable | 63,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Interest Rate Terms | In the event of default, any overdue amounts will accrue interest at 20% per annum, compounded monthly. | |||||||||
Description On Convertible Notes Payable Convertible Terms | The principal balance of the note is convertible to common stock at the lower of either 0.03, or 50% of the lowest traded price 20 days prior to conversion, and is limited to 4.99% of the Companys outstanding common stock at the time of conversion. | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.00 | |||||||||
Debt Instrument, Maturity Date | 3-Oct-14 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 4,500,000 | |||||||||
Shares Issued, Price Per Share | $0.00 | |||||||||
Stock Issued During Period, Value, Issued for Services | 19,800 | |||||||||
Related Party [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 62,000,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 2,430,000 | |||||||||
Shares Issued, Price Per Share | $0.00 | |||||||||
Stock Issued During Period, Value, New Issues | $10,000 | |||||||||
Guelph Partners, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 72,000,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | |||||||||
Options, Grants in Period, Percentage Of Common Stock Shares Outstanding | 54.00% |