Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | DOMINION MINERALS CORP | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | dmnm | |
Amendment Flag | false | |
Entity Central Index Key | 1,402,747 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 99,512,345 | |
Entity Public Float | $ 1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY |
DOMINION MINERALS CORP. AND SUB
DOMINION MINERALS CORP. AND SUBSIDIARIES - Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Current Assets: | |||
Cash and cash equivalents | $ 64 | $ 79 | |
Total Assets | 64 | 79 | |
Current liabilities: | |||
Accrued liabilities | 81,434 | 98,412 | |
Convertible note payable and interest | 2,354,425 | 2,308,062 | |
Loans from officers | 16,731 | 5,422 | |
Compensation due to officers | 3,204,630 | 2,649,771 | |
Total Current Liabilities | $ 5,657,220 | $ 5,061,667 | |
SHAREHOLDERS' DEFICIT: | |||
Preferred stock | [1] | ||
Common stock | [2] | $ 9,952 | $ 9,645 |
Additional paid-in capital | 35,969,327 | 35,923,634 | |
Retained deficit | (41,636,435) | (40,994,867) | |
Total shareholders' deficit | (5,657,156) | (5,061,588) | |
Total liabilities and shareholders' deficit | $ 64 | $ 79 | |
[1] | Voting Series I, $0.0001 par value; 5,000,000 shares authorized; 200 shares issued and outstanding as of December 31, 2015 and 2014 | ||
[2] | $0.0001 par vaue; 700,000,000 shares authorized, 99,512,345 and 96,445,678 issued and outstanding as of December 31, 2015 and 2014, respectively. |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 27, 2009 | Apr. 14, 2009 | Mar. 01, 2007 |
Statement of Financial Position | |||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | |||
Common Stock, Shares Issued | 99,512,345 | 96,445,678 | 10,000,000 | 2,000,000 | 4,000,000 |
Common Stock, Shares Outstanding | 99,512,345 | 96,445,678 |
DOMINION MINERALS CORP. AND SU4
DOMINION MINERALS CORP. AND SUBSIDIARIES - Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement | ||
Revenue | ||
Cost of Sales | ||
Gross Profit | ||
Professional Fees | $ 7,490 | $ 44,667 |
Officer Compensation | 575,000 | 575,000 |
General and Administrative Expenses | 12,715 | 22,719 |
Loss from Operations | (595,205) | (642,386) |
Other (Expense) Income: | ||
Interest expense, net | (46,363) | (46,363) |
Total other expense, net | (46,363) | (46,363) |
LOSS BEFORE PROVISION FOR INCOME TAXES | $ (641,568) | $ (688,749) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (641,568) | $ (688,749) |
LOSS PER SHARE | ||
Basic and diluted loss per share | $ (0.01) | $ (0.01) |
Basic and diluted weighted average number of common shares | 98,972,436 | 93,968,720 |
DOMINION MINERALS CORP. AND SU5
DOMINION MINERALS CORP. AND SUBSIDIARIES - Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance, Value at Dec. 31, 2013 | $ 8,645 | $ 35,824,634 | $ (40,306,118) | $ (4,472,839) | |
Balance, Shares at Dec. 31, 2013 | 200 | 86,445,678 | |||
Issuance of Common Stock, Value | $ 1,000 | 99,000 | 100,000 | ||
Issuance of Common Stock, Shares | 10,000,000 | ||||
Net loss for the period | (688,749) | (688,749) | |||
Balance, Value at Dec. 31, 2014 | $ 9,645 | 35,923,634 | (40,994,867) | (5,061,588) | |
Balance, Shares at Dec. 31, 2014 | 200 | 96,445,678 | |||
Issuance of Common Stock, Value | $ 307 | 45,693 | 46,000 | ||
Issuance of Common Stock, Shares | 3,066,667 | ||||
Net loss for the period | (641,568) | (681,560) | |||
Balance, Value at Dec. 31, 2015 | $ 9,952 | $ 35,969,327 | $ (41,636,435) | $ (5,657,156) | |
Balance, Shares at Dec. 31, 2015 | 200 | 99,512,345 |
DOMINION MINERALS CORP. AND SU6
DOMINION MINERALS CORP. AND SUBSIDIARIES - Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
NET LOSS | $ (641,568) | $ (688,749) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest | 46,363 | 46,363 |
Changes in operating assets and liabilities: | ||
Accrued liabilities | (16,978) | 27,086 |
Compensation due to officers | 554,859 | 514,020 |
Net cash used in operating activities | (57,324) | (101,280) |
Cash flows from financing activities: | ||
Proceeds from officer loans | 11,309 | 1,359 |
Proceeds from sales of shares of Common Stock | 46,000 | 100,000 |
Net cash provided by financing activities | 57,309 | 101,359 |
Net increase (decrease) in cash and cash equivalents | (15) | 79 |
Cash, beginning of period | 79 | |
Cash, end of period | $ 64 | $ 79 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest Paid | ||
Income Tax Paid |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies a. Nature of business Dominion Minerals Corp. (Company) was incorporated January 4, 1996, under the laws of the state of Delaware. The Company is engaged in the exploration of precious and base metals including gold and copper. The current potential property under exploration is located in the Republic of Panama (Panama). From September 2005 to November 2007, the Company changed its name 4 times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp. b. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries Empire Minerals Corp, a Nevada Corporation and Cuprum Resources Corp., a Panamanian Corporation. All significant inter-company transactions and balances have been eliminated in consolidation. The Company is currently in a stage which is characterized by significant expenditures for the examination and development of exploration opportunities by its subsidiaries. The subsidiaries' focus for the foreseeable future will continue to be on securing joint venture agreements to begin conducting mining operations. Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented. c. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The significant estimates made in the preparation of the Companys consolidated financial statements relate to the fair value of various accruals. Actual results could differ from those estimates. d. Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with original maturities of three months or less. Currently, $64 is included in cash and cash equivalents. e. Concentration of risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company maintains cash deposits in financial institutions that do not exceed the amounts insured by the U.S. government. As of December 31, 2015 and 2014, the Companys bank balances did not exceed government-insured limits. The Company has an investment in copper mining activities in Panama. Accordingly, the Companys mining business, financial condition and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state of their economies. The Companys foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Companys results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. f. Net loss per share In accordance with ASC 260, Earnings Per Share, g. Income Taxes The Company provides for income taxes under ASC 740 Income Taxes. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. h. Stock-based compensation The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Companys expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Companys employee stock options, it is managements opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Companys employee stock options. Although the fair value of employee stock options is determined by using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Companys volatility is based on the historical volatility of the Companys stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods. i. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company has implemented the early adoption of the FASB recently issued Accounting Standard Update No. 2014-10-Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Going Concern | Going Concern The Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $41,636,435 as of December 31, 2015, and has insufficient sources of cash to execute its business plan, raising substantial doubt about its ability to continue as a going concern. In response to these conditions, management is continuing to seek both debt and equity financing from various sources, although there are no guarantees that they will be successful in their endeavors. No adjustment has been made to the accompanying consolidated financial statements as a result of this uncertainty. |
Long Term Investment
Long Term Investment | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Long Term Investment | Long term investment Cuprum Resources Corp. (Cuprum) On April 14, 2009, the Company and Bellhaven executed a stock purchase agreement (SPA) whereby the Company acquired 100% interest in Cuprum for $1,500,000 in cash and 2,000,000 shares of common stock. Further, as per the SPA, Bellhaven will transfer all of the issued and outstanding shares of Cuprum currently owned by Bellhaven to the Company. In addition, all previous payments made by the Company to Bellhaven for the exploration and development work under the terms of the Agreement, and the issuance of 4,000,000 shares to Bellhaven, are included as part of the consideration for the transaction. The transaction was recorded utilizing the Investment method of accounting. Accordingly, the Company recorded an additional $1,720,000 as an Investment in Cuprum. From April 2009 to April 2010, the Company incurred additional projects costs in the amount of $1,093,802. As of April 30, 2010, the Company reflected a total of $11,414,203 as an investment in the Panamanian subsidiary. On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Companys Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. On December 31, 2010, the Company recorded a loss on the investment in Cuprum in the amount of $11,414,203. As of December 31, 2015 and 2014 the Company reflected a total of $0 as investments in any projects by the Company or any of its subsidiaries. In March 2013, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha. The Company believes that these actions of the Panamanian government are unlawful and contravene Panamas international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. |
Convertible Note Payable and Sh
Convertible Note Payable and Short Term Loan | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Convertible Note Payable and Short Term Loan | Convertible Note Payable and Short Term Loan a. [On November 27, 2009, Dominion Minerals Corp. (the Company) entered into and closed on a Convertible Loan Agreement (the Loan Agreement) to sell to non-US persons the convertible note due 2010 (the Note) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Companys common stock, par value $0.0001 per share (the Common Stock), with an exercise price of $0.15 per share for a total purchase price of $2,000,000. The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the Conversion Price). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Companys Common Stock, or in the event of the Companys consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice. The Companys obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (Cuprum), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum. Warrants to purchase shares of Common Stock expired one year from the closing of the Note. On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Companys Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Companys inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $45,613 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amount due for the Convertible Note payable is $2,277,550 and $2,231,937, respectively. b. On July 1, 2013, the Company executed 4 Convertible Promissory Notes (Convertible Promissory Notes) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the term of the note. On November 1, 2014, the Company and each Note Holder entered into an agreement to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted to the Company in the litigation action between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal amount for shares of the Companys common stock equal to the aggregate of 7.5% of the total issued and outstanding shares of the Companys common stock. The Company incurred interest expense in the amounts of $750 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amounts due for the Convertible Promissory Notes is $76,875 and $76,125, respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Shareholders' Equity | Shareholders equity The Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2015, the Company has 99,512,345 and 96,445,678 shares of common stock outstanding, respectively and 200 shares of Series A preferred stock outstanding. During the year ended December 31, 2015 and 2014, the Company sold 3,066,667 and 10,000,000 shares of common stock, respectively. The Companys authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges and limitations as follows: The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter; The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company; The Series A is not transferable in any manner without the unanimous vote of the Companys Board of Directors; Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock; and Upon the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. Qualified IPO means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Companys common stock for 10 consecutive trading days. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Income Taxes | Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities at December 31, 2015 and December 31, 2014 are as follows: December 31, 2015 December 31, 2014 Net operating loss $ 641,568 $ 688,749 Adjustment for unpaid accrued salaries (554,859) (514,020) Adjusted net operating loss 86,709 174,729 Effective income tax rate 40% 40% Total deferred tax assets 34,684 69,892 Less: valuation allowance (34,684) (69,892) Total deferred tax assets - $ - The Companys deferred tax assets as of December 31, 2015 and December 31, 2014 of $16,654,574 and $16,397,947, respectively, was fully offset by a valuation allowance, resulting in net deferred tax assets of $0 because of the uncertainty of the Companys ability to utilize the net operating loss carry-forward against future earnings. The reconciliation of the effective income tax rate to the federal statutory rate for the period ended December 31, 2015 and 2014 is as follows: 2015 2014 Federal income tax rate 34% 34% State tax, net of federal benefit 6% 6% Increase in valuation allowance (40)% (40)% Effective income tax rate -% -% The deferred tax assets result from net operating loss carry-forwards. These assets will therefore reverse either upon their utilization against taxable income or upon their statutory expiration. Net operating loss carry-forwards will expire beginning in 2026 through 2035. The Companys last tax return submitted was for the year ended December 31, 2007. The Companys tax returns for the years ended December 31, 2008 through 2015 are open for examination by the tax federal and state tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Commitments and Contingencies | Commitments and contingencies On December 1, 2007, the Company entered into Employment Agreements with its Chief Executive Officer and its Chief Financial Officer. The agreements have terms of five years and three years, respectively. The agreements are automatically renewed for one-year term unless the Company or Executive gives 90 days prior written notice to terminate the agreement. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Legal Proceedings | Legal Proceedings On December 5, 2013, the Company notified the Panamanian government of the Companys intent to initiate arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (U.S.-Panama BIT) and the US.-Panama Trade Promotion Agreement (U.S.-Panama TPA). As the Panamanian government has not responded to the Companys requests to discuss a negotiated settlement, The Company has filed a formal Request for Arbitration at the International Centre for Settlement of Investment Disputes (ICSID) on March 30, 2016. The Company is seeking relief in the amount of $268.3 million in the arbitration. There can be no assurance that it will be successful or recover any amount. The dispute involves the Panamanian governments interference with the Companys investment in the mining concession. Cuprum owns the exploration rights to the Cerro Chorcha concession. As discussed above, the Panamanian Ministry of Commerce and Industry (MICI) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the provisional suspension on all actions involving the Cerro Chorcha. Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire. However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a mining reserve in April 2010 without considering the Companys extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government. Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013. The Company believes that these actions of the Panamanian government are unlawful and contravene Panamas international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. On June 18, 2015, the Company entered into a Litigation Funding Agreement (LFA) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to $8,000,000 of the Companys litigation costs and require repayment of 2.5 times of the amount funded to the Company for such legal costs. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Subsequent Events | Subsequent Events For the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these financial statements were issued. On April 1, 2016, the Company sold a Convertible Promissory Note (Note) in the amount of $26,000. The Note contained an Original Issue Discount of $6,000 and bears interest in the amount of 24% annually. The term of the note is for six months with a conversion price of $0.015 per share. The Company may prepay the note by providing the Note Holder with a 3-day notice. |
Nature of Business and Signif16
Nature of Business and Significant Accounting Policies: Nature of Business (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Nature of Business | a. Nature of business Dominion Minerals Corp. (Company) was incorporated January 4, 1996, under the laws of the state of Delaware. The Company is engaged in the exploration of precious and base metals including gold and copper. The current potential property under exploration is located in the Republic of Panama (Panama). From September 2005 to November 2007, the Company changed its name 4 times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp. |
Nature of Business and Signif17
Nature of Business and Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Basis of Presentation | b. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries Empire Minerals Corp, a Nevada Corporation and Cuprum Resources Corp., a Panamanian Corporation. All significant inter-company transactions and balances have been eliminated in consolidation. The Company is currently in a stage which is characterized by significant expenditures for the examination and development of exploration opportunities by its subsidiaries. The subsidiaries' focus for the foreseeable future will continue to be on securing joint venture agreements to begin conducting mining operations. Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented. |
Nature of Business and Signif18
Nature of Business and Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Use of Estimates | c. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The significant estimates made in the preparation of the Companys consolidated financial statements relate to the fair value of various accruals. Actual results could differ from those estimates. |
Nature of Business and Signif19
Nature of Business and Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Cash and Cash Equivalents | d. Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with original maturities of three months or less. Currently, $64 is included in cash and cash equivalents. |
Nature of Business and Signif20
Nature of Business and Significant Accounting Policies: Concentration of Risk (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Concentration of Risk | e. Concentration of risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company maintains cash deposits in financial institutions that do not exceed the amounts insured by the U.S. government. As of December 31, 2015 and 2014, the Companys bank balances did not exceed government-insured limits. The Company has an investment in copper mining activities in Panama. Accordingly, the Companys mining business, financial condition and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state of their economies. The Companys foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Companys results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. |
Nature of Business and Signif21
Nature of Business and Significant Accounting Policies: Net Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Net Loss Per Share | f. Net loss per share In accordance with ASC 260, Earnings Per Share, |
Nature of Business and Signif22
Nature of Business and Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Income Taxes | g. Income Taxes The Company provides for income taxes under ASC 740 Income Taxes. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. |
Nature of Business and Signif23
Nature of Business and Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Stock-based Compensation | h. Stock-based compensation The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Companys expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Companys employee stock options, it is managements opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Companys employee stock options. Although the fair value of employee stock options is determined by using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Companys volatility is based on the historical volatility of the Companys stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods. |
Nature of Business and Signif24
Nature of Business and Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Recently Issued Accounting Pronouncements | i. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. The Company has implemented the early adoption of the FASB recently issued Accounting Standard Update No. 2014-10-Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation |
Income Taxes_ Schedule of Defer
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2015 December 31, 2014 Net operating loss $ 641,568 $ 688,749 Adjustment for unpaid accrued salaries (554,859) (514,020) Adjusted net operating loss 86,709 174,729 Effective income tax rate 40% 40% Total deferred tax assets 34,684 69,892 Less: valuation allowance (34,684) (69,892) Total deferred tax assets - $ - |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2015 2014 Federal income tax rate 34% 34% State tax, net of federal benefit 6% 6% Increase in valuation allowance (40)% (40)% Effective income tax rate -% -% |
Going Concern (Details)
Going Concern (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Deficit accumulated during exploration stage | $ 41,636,435 | $ 40,994,867 |
Long Term Investment (Details)
Long Term Investment (Details) - USD ($) | 8 Months Ended | 13 Months Ended | ||||||
Dec. 31, 2010 | Apr. 30, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 29, 2010 | Nov. 27, 2009 | Apr. 14, 2009 | Mar. 01, 2007 | |
Details | ||||||||
Long-term Investments | $ 11,414,203 | $ 1,500,000 | $ 2,000,000 | |||||
Common Stock, Shares Issued | 99,512,345 | 96,445,678 | 10,000,000 | 2,000,000 | 4,000,000 | |||
Investments | $ 15,000,000 | |||||||
Gain (Loss) on Sale of Investments | $ 1,093,802 | |||||||
Loss on Sale of Investments | $ 11,414,203 |
Convertible Note Payable and 29
Convertible Note Payable and Short Term Loan (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 01, 2013 | Nov. 27, 2009 | Apr. 14, 2009 | Mar. 01, 2007 | |
Details | ||||||
Convertible Notes Payable, Current | $ 76,875 | $ 76,125 | $ 75,000 | $ 2,000,000 | ||
Common Stock, Shares Issued | 99,512,345 | 96,445,678 | 10,000,000 | 2,000,000 | 4,000,000 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | |||||
Interest Income (Expense), Net | $ 750 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 27, 2009 |
Details | |||
Common Stock, Shares Authorized | 700,000,000 | 700,000,000 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Common Stock, Shares Outstanding | 99,512,345 | 96,445,678 |
Income Taxes_ Schedule of Def31
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Net Operating Loss | $ 641,568 | $ 688,749 |
Adjustment for Unpaid Accrued Salaries | (554,859) | (514,020) |
Adjusted Net Operating Loss | 86,709 | 174,729 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 0.4000 | 0.4000 |
Deferred Tax Assets, Net of Valuation Allowance, Current | 34,684 | 69,892 |
Deferred Tax Assets, Valuation Allowance | (34,684) | (69,892) |
Deferred Tax Assets, Net of Valuation Allowance | $ 16,654,574 | $ 16,397,947 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 16,654,574 | $ 16,397,947 |
Income Taxes_ Schedule of Eff33
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 6.00% | 6.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (40.00%) | (40.00%) |