Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'iHookup Social, Inc. | ' | ' |
Entity Central Index Key | '0001414043 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $3,488,017 |
Entity Common Stock, Shares Outstanding | ' | 689,591,935 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $18,006 | $120,433 |
Prepaid expenses (Note 9) | ' | 25,000 |
Total current assets | 18,006 | 145,433 |
Deferred financing costs (Note 13) | ' | 366,684 |
Debt issue costs (Note 12) | 13,123 | 32,998 |
Mineral properties (Note 3) | 1,206,011 | 1,206,011 |
TOTAL ASSETS | 1,237,140 | 1,751,126 |
Accounts payable | 296,539 | 60,862 |
Accrued expenses - related party (Note 9) | 129,193 | 6,479 |
Convertible debentures (Note 12) | 397,288 | 1,831 |
Current portion of promissory note (Note 6) | 257,911 | 127,353 |
Total Current Liabilities | 1,080,931 | 196,525 |
Promissory note (Note 6) | 971,818 | 982,159 |
Total Liabilities | 2,052,749 | 1,178,684 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, no shares issued and outstanding | ' | ' |
Common stock, 3,700,000,000 shares authorized at par value of $0.0001, 213,423,577 (December 31, 2012- 52,501,110) shares issued and outstanding (Note 4) | 21,342 | 5,250 |
Additional paid-in capital | 6,470,624 | 4,833,170 |
Common stock issuable | ' | 171,975 |
Deficit accumulated during the exploration stage | -7,307,575 | -4,437,953 |
Total Stockholders' Equity (Deficit) | -815,609 | 572,442 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,237,140 | $1,751,126 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 3,700,000,000 | 3,700,000,000 |
Common stock, Issued | 213,423,577 | 52,501,110 |
Common stock, outstanding | 213,423,577 | 52,501,110 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 79 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
REVENUES | ' | ' | $4,855 |
OPERATING EXPENSES | ' | ' | ' |
Advertising | ' | 2,653 | 25,385 |
General and administrative (Note 9) | 625,737 | 586,421 | 1,604,221 |
Impairment of mineral acquisition costs (Note 3) | 25,000 | ' | 75,124 |
Accretion expense | 888,512 | 113,394 | 1,001,906 |
Financing costs | 574,380 | 8,391 | 582,771 |
Interest expense | 40,531 | 2,385 | 42,916 |
Investor relations | 31,588 | 227,687 | 281,321 |
Professional fees | 141,649 | 154,767 | 422,544 |
Mineral property exploration costs (Note 11) | 34,567 | 164,564 | 528,238 |
Stock-based compensation (Note 7) | 352,338 | 2,133,251 | 2,593,361 |
Travel | 4,616 | 14,244 | 20,403 |
TOTAL OPERATING EXPENSES | 2,718,918 | 3,407,757 | 7,178,190 |
LOSS FROM OPERATIONS | -2,718,918 | -3,407,757 | -7,173,335 |
OTHER INCOME (EXPENSES) | ' | ' | ' |
Gain on debt settlement | ' | ' | 17,631 |
Loss on modification of promissory note | -150,704 | ' | -150,704 |
Other income (expenses) | ' | ' | -1,167 |
NET LOSS AND COMPREHENSIVE LOSS | ($2,869,622) | ($3,407,757) | ($7,307,575) |
BASIC AND DILUTED LOSS PER SHARE | ($0.04) | ($0.07) | ' |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 66,994,509 | 51,331,037 | ' |
Statement_of_Stockholers_Equit
Statement of Stockholers Equity (Deficit) (USD $) | Common Stock | Additional Paid-In Capital | Common Stock Issuable | Deficit Accumulated During the Development Stage | Total |
Beginning Shares, Amount at Jun. 04, 2007 | $0 | $0 | $0 | $0 | $0 |
Beginning Balance, Shares at Jun. 04, 2007 | 0 | ' | ' | ' | ' |
Common Stock issued for cash at $0.0001 per share, Shares | 148,000,000 | ' | ' | ' | ' |
Common Stock issued for cash at $0.0001 per share, Amount | 14,800 | -14,400 | ' | ' | 400 |
Common Stock issued for cash at $0.05 per share, Shares | 29,637,000 | ' | ' | ' | ' |
Common Stock issued for cash at $0.05 per share, Amount | 2,964 | 37,086 | ' | ' | 40,050 |
Netloss | ' | ' | ' | -21,874 | -21,874 |
Ending Balance, Amount at Dec. 31, 2007 | 17,764 | 22,686 | ' | -21,874 | 18,576 |
Ending Balance, Shares at Dec. 31, 2007 | 177,637,000 | ' | ' | ' | ' |
Common Stock issued for creditors at $0.05 per share, Shares | 12,950,000 | ' | ' | ' | ' |
Common Stock issued for creditors at $0.05 per share, Amount | 1,295 | 16,205 | ' | ' | 17,500 |
Netloss | ' | ' | ' | -34,675 | -34,675 |
Ending Balance, Amount at Dec. 31, 2008 | 19,059 | 38,891 | 0 | -56,549 | 1,401 |
Ending Balance, Shares at Dec. 31, 2008 | 190,587,000 | ' | ' | ' | ' |
Netloss | ' | ' | ' | -9,485 | -9,485 |
Ending Balance, Amount at Dec. 31, 2009 | 19,059 | 38,891 | 0 | -66,034 | -8,084 |
Ending Balance, Shares at Dec. 31, 2009 | 190,587,000 | ' | ' | ' | ' |
Netloss | ' | ' | ' | -9,485 | -9,485 |
Ending Balance, Amount at Dec. 31, 2010 | 19,059 | 38,891 | 0 | -75,519 | -17,569 |
Beginning Balance, Shares at Dec. 31, 2010 | 190,587,000 | ' | ' | ' | ' |
Common Stock issued for cash at $0.50 per share, Shares | 2,100,000 | ' | ' | ' | ' |
Common Stock issued for cash at $0.50 per share, Amount | 210 | 1,049,790 | ' | ' | 1,050,000 |
Share issuance costs | ' | -4,564 | ' | ' | -4,564 |
Shares cancelled, Shares | -142,950,000 | ' | ' | ' | ' |
Shares cancelled, Amount | -14,295 | 14,295 | ' | ' | ' |
Stock-based compensation | ' | 107,772 | ' | ' | 107,772 |
Netloss | ' | ' | ' | -954,677 | -954,677 |
Ending Balance, Amount at Dec. 31, 2011 | 4,974 | 1,206,184 | 0 | -1,030,196 | 180,962 |
Ending Balance, Shares at Dec. 31, 2011 | 49,737,000 | ' | ' | ' | ' |
Stock-based compensation | ' | 2,133,251 | ' | ' | 2,133,251 |
Common Stock issued for cash at $0.75 per share, Shares | 1,334,000 | ' | ' | ' | ' |
Common Stock issued for cash at $0.75 per share, Amount | 133 | 993,405 | ' | ' | 993,538 |
Shares issued for services, shares | 550,000 | ' | ' | ' | 550,000 |
Shares issued for services, amount | 55 | 126,445 | ' | ' | 126,500 |
Shares issued under equity line (Note 13), Shares | 323,928 | ' | ' | ' | ' |
Shares issued under equity line (Note 13), Amount | 32 | 182,177 | ' | ' | 182,209 |
Shares to be issued under equity line (Note 13) | ' | ' | 171,975 | ' | 171,975 |
Exercise of warrants, Shares | 556,182 | ' | ' | ' | 556,182 |
Exercise of warrants, Amount | 56 | -56 | ' | ' | ' |
Convertible notes (net proceeds) | ' | 191,764 | ' | ' | 191,764 |
Netloss | ' | ' | ' | -3,407,757 | -3,407,757 |
Ending Balance, Amount at Dec. 31, 2012 | 5,250 | 4,833,170 | 171,975 | -4,437,953 | 572,442 |
Ending Balance, Shares at Dec. 31, 2012 | 52,501,110 | ' | ' | ' | ' |
Shares issued for services, shares | 203,333 | ' | ' | ' | ' |
Shares issued for services, amount | 20 | 17,746 | ' | ' | 17,766 |
Shares issued under equity line (Note 13), Shares | 1,762,836 | ' | ' | ' | ' |
Shares issued under equity line (Note 13), Amount | 177 | 252,038 | -171,975 | ' | 80,240 |
Conversion of notes, Shares | 158,956,298 | ' | ' | ' | ' |
Convertible notes (net proceeds) | 15,895 | 1,015,332 | ' | ' | 1,031,227 |
Netloss | ' | ' | ' | -2,869,622 | -2,869,622 |
Ending Balance, Amount at Dec. 31, 2013 | $21,342 | $6,470,624 | ' | ($7,307,575) | ($815,609) |
Ending Balance, Shares at Dec. 31, 2013 | 213,423,577 | ' | ' | ' | ' |
Statement_of_Stockholers_Equit1
Statement of Stockholers Equity (Deficit) (Parenthetical) (USD $) | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ' |
Price per share | $0.00 |
Price per share for creditors | $0.05 |
Additional price per share | $0.75 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 79 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ' | ' | ' |
Net loss | ($2,869,622) | ($3,407,757) | ($7,307,575) |
Depreciation expense | ' | ' | 5,833 |
Stock-based compensation | 352,338 | 2,133,251 | 2,593,361 |
Loss on disposal of assets | ' | ' | 1,167 |
Impairment of mineral property | 25,000 | ' | 75,124 |
Financing costs | 432,748 | 8,391 | 441,139 |
Accretion expense | 888,512 | 113,394 | 1,001,906 |
Shares issued for services | 17,766 | 126,500 | 161,766 |
Gain (loss) on debt extinguishment | 168,000 | ' | 150,369 |
Changes in Operating Assets and Liabilities | ' | ' | ' |
Decrease (increase) in prepaid expenses | 25,000 | ' | ' |
Increase (decrease) in accounts payable | 230,595 | 36,655 | 259,037 |
Increase (decrease) in accrued expenses- related party | 122,714 | 5,832 | 138,407 |
Net Cash Provided by (Used in) Operating Activities | -606,949 | -983,734 | -2,479,466 |
Cash Flows used in Investing Activities: | ' | ' | ' |
Acquisition of property and equipment | ' | ' | -7,000 |
Payment on mineral property options | -25,000 | -85,000 | -220,124 |
Net Cash Used in Investing Activities | -25,000 | -85,000 | -227,124 |
Cash Flows from Financing Activities: | ' | ' | ' |
Common stock issued for cash (net of issuance costs) | ' | 993,538 | 2,086,386 |
Proceeds from convertible debentures (net) | 652,500 | 168,875 | 852,500 |
Repayment of promissory note | ' | -63,562 | -63,562 |
Repayment of convertible debt | -122,978 | ' | -122,978 |
Deferred financing costs | ' | -27,750 | -27,750 |
Net Cash Provided by Financing Activities | 529,522 | 1,071,101 | 2,724,596 |
Net Increase (Decrease) in Cash | -102,427 | 2,367 | 18,006 |
Cash- Beginning | 120,433 | 118,066 | ' |
Cash- Ending | 18,006 | 120,433 | 18,006 |
Supplemental Cash Flow Information: | ' | ' | ' |
Cash paid for interest | ' | ' | ' |
Cash paid for income taxes | ' | ' | ' |
Non-cash Investing and Financing Items: | ' | ' | ' |
Shares issued for services | 17,766 | 126,500 | 161,766 |
Promissory note issued for mineral property | ' | $1,061,011 | $1,061,011 |
NATURE_OF_BUSINESS_AND_GOING_C
NATURE OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE OF BUSINESS AND GOING CONCERN | ' |
1. NATURE OF BUSINESS AND GOING CONCERN | |
Titan Iron Ore Corp. (the Company) (formerly Digital Yearbook, Inc.) was incorporated in the State of Nevada on June 5, 2007. Effective June 15, 2011, the Company completed a merger with its subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in our name from “Digital Yearbook Inc.” to “Titan Iron Ore Corp.” effectively becoming an exploration stage company whose principal business became the acquisition, and exploration of mineral properties. | |
Subsequent to the 2013 year-end on February 3, 2014, the Company completed a merger with iHookup Social, Inc., a Delaware corporation (“iHookup”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated January 31, 2014. Pursuant to the Merger Agreement, the Company incorporated a new subsidiary called iHookup Operations Corp, a Delaware corporation, which merged with and into iHookup causing the subsidiary’s separate existence to cease and iHookup to become a wholly-owned subsidiary of the Company. iHookup’s stockholders exchanged all of their twelve million (12,000,000) shares of outstanding common stock for fifty million (50,000,000) shares of the Company’s newly designated Series A Preferred Stock. | |
iHookup Social’s business is development and dissemination of a "proximity based" mobile social media application that facilitates connections between people, utilizing the intelligence of GPS and localized recommendations. Going forward, the Company expects to focus on this aspect of the business. | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. As at December 31, 2013 the Company has a working capital deficiency of $1,062,925 and has accumulated losses of $7,282,575 since inception and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain the necessary financing from sales of its stock financings. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31. | |
Use of Estimates | |
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, valuation of mineral properties, deferred income tax asset valuations, asset retirement obligations, financial instrument valuations, share based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Revenue Recognition | |
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |
Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. | |
Impairment of Long-Lived Assets | |
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. | |
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Stock-based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. | |
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. | |
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |
Mineral Property Costs | |
The Company has been in the exploration stage and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are capitalized. The Company assesses the carrying costs for impairment, whenever events or changes in circumstances indicate that the carrying cost may not be recoverable under ASC 360, Property, Plant, and Equipment at each reporting date. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, will be capitalized. Such costs will be amortized using the units-of-production method over the estimated recoverable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. | |
Asset Retirement Obligations | |
The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at December 31, 2013, the Company has not incurred any asset retirement obligation related to the exploration of its mineral property option. | |
Comprehensive Loss | |
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. During the periods ended December 31, 2013 and December 31, 2012, the Company had no items that represent other comprehensive income. | |
Financial Instruments | |
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs. | |
The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of cash, accounts payable, and due to related parties approximate fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximates carrying value as the underlying imputed interest rate approximates the estimated market rate. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. | |
Basic and Diluted Loss Per Share | |
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totaled approximately 8,367,000 as of December 31, 2013. | |
Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |
Recent Accounting Pronouncements | |
Foreign Currency Matters | |
In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The Company does not expect the updated guidance to have an impact on the financial position, results of operations or cash flows. | |
The Company has implemented all other 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. |
MINERAL_PROPERTIES
MINERAL PROPERTIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Extractive Industries [Abstract] | ' | ||
MINERAL PROPERTIES | ' | ||
3. MINERAL PROPERTIES | |||
Strong Creek and Iron Mountain Properties | |||
Effective June 30, 2011 and in connection with the entry into an agreement (the “Acquisition Agreement”) with J2 Mining Ventures Ltd. (“J2 Mining”) dated June 13, 2011, the Company completed the acquisition of a 100% right, title and interest in and to a properties (Strong Creek and Iron Mountain) option agreement (the “Option Agreement”) from J2 Mining with respect to an iron ore mineral property located in Albany County, Wyoming by entering into an assignment of mineral property option agreement with J2 Mining and Wyomex LLC (the “Assignment Agreement”), whereby the Company was assigned the 100% right, title and interest in and the Option Agreement from J2 Mining. | |||
The Option Agreement assigned to the Company from J2 Mining on June 30, 2011, was originally entered into on May 26, 2011 between J2 Mining and Wyomex LLC, pursuant to which Wyomex LLC (“Optionor”), granted to J2 Mining, as optionee, an exclusive right and option to acquire 100% undivided legal and beneficial interests in and to certain unpatented lode mining claims, fee lands, leased lands, and other interests in real property situated in Albany County, Wyoming (the “Wyoming Iron Complex”). Pursuant to the Assignment Agreement, J2 Mining agreed to assign all its rights and interests in the property and the Option Agreement, and transfer all of its obligations under the Option Agreement, to the Company. | |||
The term of the option commenced on May 26, 2011 and could be extended for a maximum of six successive one-month periods, at the sole election of the Company, through notice to Wyomex LLC and tender of $5,000 from the Company to Wyomex LLC for each of the first three additional months and $15,000 for each additional month for months four through six. As at December 31, 2013, total payments of $145,000 had been made. | |||
Prior to December 31, 2011, the Company provided written notice to the Optionor of its intent to exercise its option. On April 10, 2012, the Company executed an asset purchase agreement to exercise its option for consideration of $7,000,000, consisting of the following: | |||
a) | A cash payment at closing of $85,000 as an initial payment (paid on March 30, 2012); | ||
b) | $60,000 of consideration previously paid and received by the Optionor (see above); | ||
c) | A $6,855,000 promissory note with an estimated fair value of $1,061,011 on the date of issuance. See Note 6 for details. | ||
On December 7, 2012, we filed suit in state court in Albany County, Wyoming against DSS Holdings LLC and Douglas Samuelson (“Samuelson”) to regain preliminary access to our Iron Mountain holdings. This road crosses Samuelson’s property. Samuelson has locked the gate across the road providing access to the Iron Mountain holdings and denied our repeated requests for access. The suit was filed in the District Court of the Second Judicial District in Wyoming, after negotiations between the parties were unsuccessful. Under Wyoming Statute§ 1-26-507, we hoped to gain access to our property in order to conduct studies and collect samples of iron ore from the existing Iron Mountain pit and stockpile in order to evaluate the suitability of these materials to meet the specifications of potential customers. | |||
On February 11, 2013, the Company’s petition to use the road was denied. The Company is now pursuing the condemnation efforts and are seeking a second preliminary access hearing. As of December 31, 2013, the Company does not expect to go forward with any exploration at these sites. An impairment analysis was conducted at December 31, 2013 and no impairment was recorded as the fair value of the property (considered to be the carrying value of the promissory note against which the property was settled after year-end as per Note 15) exceeded the carrying value at December 31, 2013. | |||
Sunrise Iron | |||
On April 16, 2013 the Company announced that through a binding letter of intent (“LOI”) the Company has agreed to purchase the Sunrise Iron Mining Complex from New Sunrise, LLC, for a price of $12 million. Sunrise is an iron project located in Platte County, Wyoming, consisting of fee land and patented mining claims aggregating approximately 1400 acres. | |||
In connection with the LOI, Titan paid New Sunrise a non-refundable deposit of $25,000, and Titan had 180 days to conduct due diligence investigations of the property. On October 15, 2013, the parties agreed to extend the agreement to January 15, 2014 on a non-exclusive basis. The Company does not expect to go forward with this transaction and took an impairment charge for the $25,000 deposit as of December 31, 2013. | |||
COMMON_STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
COMMON STOCK | ' |
4. COMMON STOCK | |
Issued during 2013: | |
During the year ended December 31, 2013, the Company issued 1,762,836 shares of common stock pursuant to the Equity Line of Credit Agreement (Note 13). | |
During the year ended December 31, 2013 the Company issued 53,333 shares of common stock as finder’s fees for a convertible note. | |
During the year ended December 31, 2013, the Company issued 158,956,298 shares of common stock to various convertible note holders for full and partial conversion of the notes (Note 12). | |
During the year ended December 31, 2013, the Company issued 150,000 shares of common stock to a consultant in exchange for investor relations services. |
SHARE_PURCHASE_WARRANTS
SHARE PURCHASE WARRANTS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
SHARE PURCHASE WARRANTS | ' | ||||||||
5. SHARE PURCHASE WARRANTS | |||||||||
Weighted Average | |||||||||
Number of | Exercise | ||||||||
Warrants | Price | ||||||||
$ | |||||||||
Balance, December 31, 2011 | 1,050,000 | 0.75 | |||||||
Warrants granted with private placement | 667,000 | 1 | |||||||
Warrants issued with convertible debentures | 758,844 | 0.25 | |||||||
Warrants exercised | -758,844 | 0.25 | |||||||
Balance, December 31, 2012 | 1,717,000 | 0.85 | |||||||
Balance, December 31, 2013 | 1,717,000 | 0.85 | |||||||
Details of share purchase warrants outstanding as of December 31, 2013 are: | |||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price per Share | Expiry Date | |||||||
1,050,000 | $ | 0.75 | 20-Jun-14 | ||||||
667,000 | $ | 1 | 10-Jan-15 | ||||||
1,717,000 | $ | 0.85 |
PROMISSORY_NOTE
PROMISSORY NOTE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
PROMISSORY NOTE | ' | ||||
6. PROMISSORY NOTE | |||||
On April 10, 2012 the Company entered into a non-interest bearing promissory note in the amount of $6,855,000 with Wyomex Limited Liability Company (“Wyomex”) secured by the Strong Creek and Iron Mountain properties. The note is repayable through advance minimum royalty payments of $62,500 (adjusted for the consumer price index in successive period) commencing six months from the date of closing and after receipt of the initial payment, and every six months thereafter, until the commencement of commercial production from the property. At the commencement of commercial production from the properties, the semi-annual advance minimum royalty shall convert to a 4.5% gross metal value royalty on iron ore and/or other mineral materials produced and sold from the property and, except for events of force majeure, in no event shall the production royalty paid to Wyomex be less than $150,000 in any given calendar year. Repayment of the promissory note may be demanded by Wyomex upon an event of default as defined in the agreement. Upon full settlement of the promissory note, the production royalty shall be reduced, and the Company shall pay Wyomex a gross metal value royalty of 1.5% for all iron product and/or other mineral materials mined and sold from the property. The estimated fair value of the note (assuming an imputed 14.03% interest rate) was calculated to be $1,061,011 on April 10, 2012. As of December 31, 2013, the carrying value of the promissory note is $1,191,253. During the year ending December 31, 2013, the Company entered into concurrent agreements with Wyomex and a third party to assign and convert $200,000 of principal into a convertible note (see Note 12). The modification of the note resulted in a loss on extinguishment of promissory note of $168,000. | |||||
At December 31, 2013, estimated contractual principal payments due on the promissory note for the next five years are as follows: | |||||
30-Sep-14 | 257,911 | ||||
30-Sep-15 | 133,842 | ||||
30-Sep-16 | 137,209 | ||||
30-Sep-17 | 140,660 | ||||
30-Sep-18 | 144,199 | ||||
Total | $ | 813,821 | |||
Subsequent to the year-end, the Company settled the promissory note. See Note 15. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | ' | ||||||||||||||||
7. STOCK-BASED COMPENSATION | |||||||||||||||||
On November 22, 2011, the Board of Directors approved a stock option plan (“2011 Stock Option Plan”), the purpose of which is to enhance the Company’s stockholder value and financial performance by attracting, retaining and motivating the Company’s officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Company’s success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company. The aggregate number of options authorized by the plan shall not exceed 9,947,400 common shares of the Company. | |||||||||||||||||
During the year ended December 31, 2013, the Company granted 1,700,000 stock options at an exercise price of $0.067 per share for 10 years. During the year ended December 31, 2013 the Company recorded stock based compensation $352,338 (2012: $2,133,251) related to the vesting period for these options. | |||||||||||||||||
The following table summarizes the options outstanding as at December 31, 2013: | |||||||||||||||||
Option Price | |||||||||||||||||
Expiry Date | Per Share | Number | |||||||||||||||
21-Dec-21 | 0.84 | 3,450,000 | |||||||||||||||
21-Dec-14 | 0.84 | 500,000 | |||||||||||||||
21-Jun-22 | 0.2 | 1,000,000 | |||||||||||||||
25-Jun-23 | 0.067 | 1,700,000 | |||||||||||||||
0.55 | 6,650,000 | ||||||||||||||||
The following table summarizes the continuity of the Company’s stock options: | |||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||
$ | $ | ||||||||||||||||
Outstanding, December 31, 2011 | 3,950,000 | 0.84 | 8.08 | 869,000 | |||||||||||||
Options granted | 1,000,000 | 0.2 | 9.48 | - | |||||||||||||
Outstanding, December 31, 2012 | 4,950,000 | 0.71 | 8.37 | 10,000 | |||||||||||||
Options granted | 1,700,000 | 0.067 | 9.49 | - | |||||||||||||
Outstanding, December 31, 2013 | 6,650,000 | 0.55 | 7.9 | - | |||||||||||||
Exercisable, December 31, 2013 | 6,650,000 | 0.55 | 7.9 | - | |||||||||||||
As at December 31, 2013, the unrecognized compensation cost related to non-vested stock options is $Nil. | |||||||||||||||||
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS | ' |
8. COMMITMENTS | |
On June 30, 2011, the Company entered into an employment agreement with an officer to serve as President and Chief Executive Officer of our company for a term of two years with automatic renewals for similar two year periods pursuant to the terms of the agreement. Under the agreement, the officer received monthly remuneration at a gross rate of $15,000. The Company can terminate the agreement within 60 days of notice. If the executive is terminated without cause, the executive shall be entitled to one month’s severance pay for each one month of service up to a maximum of two years. Subsequent to December 31, 2013, this officer resigned. | |
On June 30, 2011, the Company entered into consulting agreements with a management company managed by the CEO, for consulting fee of $2,500 per month to provide office space and administrative services. The Company can terminate the agreement within 15 days written notice. The management company ceased operations on December 31, 2013. | |
On June 30, 2011, the Company entered into a consulting agreement with a firm to provide the services of the company’s Vice President, Exploration, who will provide and perform for the benefit of our company certain geological advisory services as may be requested by our company. Under the agreement, the firm receives monthly compensation at a gross rate of $6,000. The Company can terminate the consulting agreement at any time. Subsequent to December 31, 2013, the Vice President, Exploration resigned. | |
On June 30, 2011, the Company entered into a consulting agreement with a consulting firm who will provide and perform for the benefit of our company certain geological, engineering, marketing and project management services as may be requested by the Company at monthly rate of $8,000. The Company can terminate the consulting agreement at any time. Subsequent to December 31, 2013, this consultant resigned. |
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS AND BALANCES | ' |
9. RELATED PARTY TRANSACTIONS AND BALANCES | |
During the year ended December 31, 2011 the Company advanced $25,000 to a management firm managed by the Company’s former CEO. During the year ended December 31, 2013 the Company advanced an additional $10,000 to this management firm for expenditures to be incurred on behalf of the Company. These expenditures have been recorded as general and administrative expense. | |
During the year ended December 31, 2013 the Company incurred $30,000 in management fees (2012: $30,000) to the management firm managed by the Company’s former CEO with such costs being recorded as general and administrative costs. | |
During the year ended December 31, 2013 the Company incurred $420,965 in management fees to officers and directors of the Company (2012: $366,161) with such costs being recorded as general and administrative costs. As at December 31, 2013, the Company owed $129,193 to officers for unreimbursed expenses and accrued management fees (December 31, 2012: $6,479). | |
The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties. | |
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENT | ' | ||||||||||||||||
10. FAIR VALUE MEASUREMENT | |||||||||||||||||
ASC 820, Fair Value Measurements and Disclosures require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||||||||||||||||
Level 1 | |||||||||||||||||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. | |||||||||||||||||
Level 2 | |||||||||||||||||
Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |||||||||||||||||
10. FAIR VALUE MEASUREMENT (continued) | |||||||||||||||||
Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. | |||||||||||||||||
Level 3 | |||||||||||||||||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. | |||||||||||||||||
Pursuant to ASC 825, cash is based on "Level 1" inputs. The Company believes that the recorded values of accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Company’s promissory note and convertible debentures approximates carrying value as the underlying imputed interest rate approximates the estimated current market rate for similar instruments. | |||||||||||||||||
Assets measured at fair value on a recurring and nonrecurring basis were presented on the Company’s balance sheet as of December 31, 2013, as follows: | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||
Active Markets | Other | Significant | |||||||||||||||
For Identical | Observable | Unobservable | Balance as of | ||||||||||||||
Instruments | Inputs | Inputs | December 31, | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2013 | ||||||||||||||
$ | $ | $ | $ | ||||||||||||||
Assets: | |||||||||||||||||
Cash (recurring basis) | 18,005 | – | – | 18,005 | |||||||||||||
Mineral properties (nonrecurring basis) (Note 3) | – | – | 1,206,011 | 1,206,011 | |||||||||||||
As at December 31, 2013, there were no liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet. |
MINERAL_PROPERTY_EXPLORATIONS_
MINERAL PROPERTY EXPLORATIONS COSTS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
MINERAL PROPERTY EXPLORATIONS COSTS | ' | ||||||||
11. MINERAL PROPERTY EXPLORATION COSTS | |||||||||
During the year ended December 31, 2013 and 2012 the following project costs were incurred: | |||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Strong Creek and Iron Mountain: | |||||||||
Technical Report | $ | 16,271 | $ | 94,141 | |||||
Mapping | 180 | - | |||||||
Claims | 3,774 | 3,642 | |||||||
Drilling | 1,342 | 14,795 | |||||||
Travel | 1,000 | 23,986 | |||||||
Aeromagnetic Survey | - | 20,000 | |||||||
Lease payments | 12,000 | 8,000 | |||||||
TOTAL | 34,567 | 164,564 | |||||||
CONVERTIBLE_DEBENTURES
CONVERTIBLE DEBENTURES | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
CONVERTIBLE DEBENTURES | ' | ||||||||||||||||||||
12. CONVERTIBLE DEBENTURES | |||||||||||||||||||||
Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date | ||||||||||||||||
a | ) | 15-Aug-13 | 15,500 | 1,928 | 13,572 | 8 | % | 19-May-14 | |||||||||||||
a | ) | 23-Aug-13 | 27,500 | 18,845 | 8,655 | 8 | % | 27-May-14 | |||||||||||||
a | ) | 1-Jul-13 | 42,500 | 13,929 | 28,571 | 8 | % | 28-Mar-14 | |||||||||||||
a | ) | 17-Oct-13 | 27,500 | 11,741 | 15,759 | 8 | % | 16-Jul-14 | |||||||||||||
b | ) | 4-Nov-13 | 15,000 | 9,542 | 5,458 | 6 | % | 4-Nov-15 | |||||||||||||
b | ) | 9-Dec-13 | 20,000 | 13,054 | 6,946 | 6 | % | 5-Dec-15 | |||||||||||||
c | ) | 9-Dec-13 | 33,159 | 21,644 | 11,515 | 8 | % | 5-Dec-15 | |||||||||||||
d | ) | 2-Apr-13 | 208,250 | 11,814 | 196,436 | 0 | % | 2-Jan-13 | |||||||||||||
e | ) | 2-Oct-13 | 76,500 | 28,501 | 47,999 | 12 | % | 18-Sep-14 | |||||||||||||
f | ) | 26-Jun-13 | 83,333 | 55,037 | 28,296 | 12 | % | 26-Jun-14 | |||||||||||||
f | ) | 26-Sep-13 | 27,778 | 25,682 | 2,096 | 12 | % | 26-Sep-14 | |||||||||||||
f | ) | 9-Dec-13 | 27,778 | 23,506 | 4,272 | 12 | % | 9-Dec-14 | |||||||||||||
g | ) | 4-Nov-13 | 15,000 | 7,077 | 7,923 | 8 | % | 4-Nov-15 | |||||||||||||
h | ) | 18-Sep-13 | 30,000 | 10,210 | 19,790 | 12 | % | 18-Sep-14 | |||||||||||||
649,798 | 252,510 | 397,288 | |||||||||||||||||||
a) | The Company entered into several convertible promissory notes (“Asher Notes”) with Asher Enterprises Inc. (“Asher”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 60% of the average price of the lowest 5 day trading days during the 10 trading days preceding the conversion. The Asher Notes cannot be converted, to the extent that Asher Enterprises Inc. and its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | ||||||||||||||||||||
The convertible debenture may be repaid by the Company as follows: | |||||||||||||||||||||
• | Outstanding principal multiplied by 135% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 61 days following the issuance date and ending on the date that is 90 days following the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 140% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 91 days following the issuance date and ending on the date that is 120 days following the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 121 days following the issuance date and ending on the date that is 180 days following the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 175% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 181 days following the issuance date through the maturity date. | ||||||||||||||||||||
• | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the Asher Notes becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. | ||||||||||||||||||||
b) | The Company entered into two convertible promissory notes (“GEL Notes”) with GEL Properties, LLC (“GEL”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 60% of the lowest closing bid price during the 5 trading days preceding the conversion. The GEL Notes cannot be converted, to the extent that GEL would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | ||||||||||||||||||||
The convertible debenture may be repaid by the Company as follows: | |||||||||||||||||||||
• | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 90 days beginning on the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 140% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 91 days following the issuance date and ending on the date that is 180 days following the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 181 days following the issuance date through the maturity date. | ||||||||||||||||||||
• | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the GEL Notes becomes immediately due and payable. | ||||||||||||||||||||
c) | On October 18, 2012, The Company entered into a convertible bridge note (the “Baier Note”) with The Marie Baier Foundation (“The Foundation”) for $147,062. On December 9, 2013, the Company assigned $34,159 of principal and interest of the Baier Note to GEL Properties, LLC (“GEL”) and entered into a $34,159 convertible promissory note (the “GEL Note”) with GEL. Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 60% of the lowest closing bid price during the 5 trading days preceding the conversion. The GEL Notes cannot be converted, to the extent that GEL would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | ||||||||||||||||||||
The convertible note cannot be prepaid. | |||||||||||||||||||||
d) | On April 2, 2013, the Company entered into a convertible bridge note with GCA Strategic Investment Fund Limited. On December 31, 2013 the Company entered in a letter agreement with GCA Strategic Investment Fund Limited, in which the original maturity date of September 20, 2013 was extended to January 2, 2014. | ||||||||||||||||||||
The unpaid principal portion and accrued interest on the convertible bridge note is convertible in whole or in part as follows: | |||||||||||||||||||||
• | Conversion price per share equal to the lower of : | ||||||||||||||||||||
(i) | 100% of the average price of the Company’s common stock for the 5 trading days preceding the conversion days | ||||||||||||||||||||
(ii) | 70% of the daily average price of the Company’s common stock for the 10 trading days preceding the conversion date. | ||||||||||||||||||||
• | The holders must not convert more than 33 1/3% of the initial principal sum into shares of the Company’s common stock at a price below $0.08 per share during any calendar month. | ||||||||||||||||||||
Global does not have the right to convert the convertible bridge note, to the extent that Global and its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding common stock. | |||||||||||||||||||||
In the event the Company elects to prepay the convertible bridge note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. The convertible bridge note also contains a mandatory partial prepayment requirement should the Company obtain certain future net financings in excess of $300,000, and under other conditions. | |||||||||||||||||||||
e) | The Company entered into a convertible promissory note (“Hanover Note”) with Hanover Holdings I, LLC (“Hanover”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 60% of the lowest VWAP (“Variable Weighted Average Price”) price during the 5 trading days preceding the conversion. The Hanover Note cannot be converted, to the extent that Hanover would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | ||||||||||||||||||||
The convertible debenture may be repaid by the Company as follows: | |||||||||||||||||||||
• | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 180 days beginning on the issuance date; | ||||||||||||||||||||
• | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the GEL Notes becomes immediately due and payable. | ||||||||||||||||||||
f) | During the period ended December 31, 2013 the Company entered into a one year promissory note with JMJ Financial. The total amount that may be borrowed is $275,000, which includes an upfront fee of 10%. No interest will be applied to the principal balance for the first 90 days after cash advance. After the first 90 days, an interest charge of 12% will be immediately applied to the principal and the 10% upfront fee. | ||||||||||||||||||||
On delivery of consideration, the lender may convert all or part of the unpaid principal and upfront fee into common stock at its sole discretion. All balances outstanding have a variable conversion price equal to the lesser of $0.07 or 60% of the market price. The market price is defined as the lowest trade price in the 25 days prior to the conversion date. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion. | |||||||||||||||||||||
After the expiration of 90 days following the delivery date of any consideration, the Company will have no right of prepayment. | |||||||||||||||||||||
g) | The Company entered into a convertible promissory note (“LG Note”) with LG Properties, LLC (“LG”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 50% of the average of the two lowest closing bid prices during the 5 trading days preceding the conversion. The LG Note cannot be converted, to the extent that LG would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | ||||||||||||||||||||
The convertible debenture may be repaid by the Company as follows: | |||||||||||||||||||||
• | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 90 days beginning on the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 140% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 91 days following the issuance date and ending on the date that is 180 days following the issuance date; | ||||||||||||||||||||
• | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 181 days following the issuance date through the maturity date. | ||||||||||||||||||||
• | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the LG Notes becomes immediately due and payable. | ||||||||||||||||||||
h) | During the period ended December 31, 2013 the Company entered into a convertible debenture agreement with Magna LLC. | ||||||||||||||||||||
The unpaid principal portion on the convertible debenture is convertible in whole or in part as follows at a conversion price equal to 80% of the average price of the Company’s common stock for the 5 trading days preceding the conversion day. The holders must not convert more than 300% of the average daily dollar volume in the 10 day trading period ending on the day that the holder elects conversion. | |||||||||||||||||||||
The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at December 31, 2013 the conversion features would not meet derivative classification. | |||||||||||||||||||||
At December 31, 2013, the convertible debentures are unsecured. During the period ended December 31, 2013, $357,176 (2012 - $nil) of convertible debentures were settled by issuing 158,956,298 (2012 - nil) shares of common stock of the Company. | |||||||||||||||||||||
During the period ended December 31, 2013, $194,159 (2012 - $nil) of convertible debentures were settled through payment of cash. | |||||||||||||||||||||
During the period ended December 31, 2013, the Company incurred $nil (2012 - $31,126) in transaction costs in connection with the issuance of the convertible debentures, which has been recorded as a reduction to the carrying values of convertible debentures. |
EQUITY_LINE_OF_CREDIT
EQUITY LINE OF CREDIT | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
EQUITY LINE OF CREDIT | ' | ||
13. EQUITY LINE OF CREDIT | |||
On October 18, 2012, the Company entered into a securities purchase agreement with Ascendiant Capital Partners, LLC (“Ascendiant”), as amended on January 9, 2013, February 19, 2013 and April 2, 2013 (the “Equity Line of Credit Agreement”), pursuant to which the Company may sell and issue to Ascendiant, and Ascendiant is obligated to purchase, up to $10,000,000 in value of its shares of common stock from time to time over a 36 month period. | |||
The Company will determine, at its own discretion, the timing and amount of its sales of stock, subject to certain conditions and limitations. Shares will be priced to be the lesser of (i) 75% of the volume weighted average price on the date of delivery of the draw down notice and (ii) 75% of the closing price of the last transaction on the date of delivery of the draw down notice as long as such price is within the bid and offer at the close (if such transaction is not within the bid and offer at the close, then the next most recent transaction will be selected until one is located that is within the bid and offer at close). The maximum dollar amount as to each draw down is to be equal to (i) 20% of the average daily trading volume during the 7 trading days immediately prior to the date of the draw down notice, eliminating the 2 days with the greatest trading volume and the 2 days with the least trading volume, multiplied by (ii) the volume weighted average price on the trading day immediately prior to the date of the draw down notice; provided, however, no draw down can exceed $25,000. Only one draw down will be allowed on each trading day. The Company can terminate the equity line at any time. | |||
Pursuant to the terms of the Equity Line of Credit Agreement, the Company agreed to issue the following shares of common stock (the “Commitment Shares”): | |||
• | 150,015 shares of common stock no later than 30 days following the agreement date (issued on October 22, 2012) and an additional 857,142 shares (issued on April 15, 2013); | ||
• | On the trading day (the “Second Payment Date”) which is 30 calendar days following the agreement date, 173,913 shares of common stock, (issued on November 19, 2012); | ||
• | On the trading day (the “Third Payment Date”) which is 30 calendar days following the agreement date, 818,930 shares of common stock (issued on January 10, 2013); | ||
• | On the trading day (the “Fourth Payment Date”) in which the Company has received at least $1,000,000 in aggregate up on drawdowns, a number of shares of common stock equal to 0.5% of $10,000,000 divided by 95% of the average VWAP during the 10 trading days prior to the Fourth Payment Date; and | ||
• | On the trading day (the “Fifth Payment Date”) in which the Company has received at least $2,000,000 in aggregate up on drawdowns, a number of shares of common stock equal to 0.5% of $10,000,000 divided by 95% of the average VWAP during the 10 trading days prior to the Fifth Payment Date. | ||
For the year ended December 31, 2013, the fair value of the commitment shares issued is $165,916 for the First and Second Payment Dates and $180,083 for the value of the commitment shares for the Third Payment Date. On April 15, 2014, the Company issued an additional 857,142 shares valued at $68,571 under the amended agreements. | |||
On August 12, 2013, the Company issued 86,764 shares valued at $3,561 under the Equity Line of Credit. | |||
For the year ended December 31, 2013, the Company has fully expensed all costs related to the Equity Line of Credit as the Company does not expect to utilize it in the future. This amounted to $350,359, which is included in financing charges. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Income Tax Disclosure [Abstract] | ' | |||||
INCOME TAXES | ' | |||||
14. INCOME TAXES | ||||||
The Company has adopted the provisions of ASC 740, Income Taxes. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company has approximately $1,432,746 of net operating losses to carry forward which are available to offset taxable income in future years which expire through fiscal 2032. For the years ended December 31, 2013 and 2012, the valuation allowance established against the deferred tax assets increased by $499,382, and $386,971 respectively. | ||||||
The components of the net deferred tax asset at December 31, 2013, and 2012, the statutory tax rate, the effective tax rate, and the | ||||||
amounts of the valuation allowance are indicated below: | ||||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
$ | $ | |||||
Net loss before taxes | -2,869,622 | -3,407,757 | ||||
Statutory rate | 35% | 35% | ||||
Computed expected tax (recovery) | -1,004,367 | -1,192,715 | ||||
Stock-based compensation | 123,318 | 746,638 | ||||
Accretion on convertible debt | 85,407 | - | ||||
Amortization of beneficial conversion feature | 296,260 | 59,106 | ||||
Increase in valuation allowance: | 499,382 | 386,971 | ||||
Reported income taxes | – | – | ||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
$ | $ | |||||
Potential deferred tax asset | ||||||
- Net operating losses | 1,432,750 | 619,955 | ||||
- Mineral properties | 131,822 | 148,970 | ||||
- Less valuation allowance | -1,209,202 | -709,820 | ||||
Total deferred tax assets | 335,370 | 59,106 | ||||
Beneficial conversion feature and other | -335,370 | -59,106 | ||||
Net deferred tax assets | – | – |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | |
Dec. 31, 2013 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
15. SUBSEQUENT EVENTS | ||
a) | Subsequent to year-end the Company obtained proceeds of $526,966 for various convertible debenture agreements (“Debentures”) entered into with face value totaling $526,966, bearing interest at 8% per annum and maturing between six months and one year from the dates of issuance. The principal and interest of the Debentures are convertible into common shares of the Company at various conversion rates as outlined in each agreement. | |
b) | Subsequent to the year-end, the Company settled the outstanding promissory note (see note 6) by transferring the Strong Creek and Iron Mountain Properties (see note 3) to the promissory note holder. | |
c) | Subsequent to year-end the Company issued 451,766,093 shares in connection with conversion of convertible notes in the amount of $316,514. | |
d) | Subsequent to year-end the Company issued 19,402,265 shares to settle current liabilities of $291,034. | |
e) | Subsequent to year-end the Company issued 5,000,000 shares in connection with an investor relations consulting agreement valued at $11,000 based on a closing price of $0.0022 on the date of issuance. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31. | |
Use of Estimate | ' |
Use of Estimates | |
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, valuation of mineral properties, deferred income tax asset valuations, asset retirement obligations, financial instrument valuations, share based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |
Advertising Costs | ' |
Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. | |
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Stock-based Compensation | ' |
Stock-based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. | |
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. | |
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |
Mineral Property Costs | ' |
Mineral Property Costs | |
The Company has been in the exploration stage and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are capitalized. The Company assesses the carrying costs for impairment, whenever events or changes in circumstances indicate that the carrying cost may not be recoverable under ASC 360, Property, Plant, and Equipment at each reporting date. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, will be capitalized. Such costs will be amortized using the units-of-production method over the estimated recoverable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. | |
Asset Retirement Obligations | ' |
Asset Retirement Obligations | |
The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at December 31, 2013, the Company has not incurred any asset retirement obligation related to the exploration of its mineral property option. | |
Comprehensive Loss | ' |
Comprehensive Loss | |
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. During the periods ended December 31, 2013 and December 31, 2012, the Company had no items that represent other comprehensive income. | |
Financial Instruments | ' |
Financial Instruments | |
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs. | |
The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of cash, accounts payable, and due to related parties approximate fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximates carrying value as the underlying imputed interest rate approximates the estimated market rate. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. | |
Basic and Diluted Loss Per Share | ' |
Basic and Diluted Loss Per Share | |
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totaled approximately 8,367,000 as of December 31, 2013. | |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Foreign Currency Matters | |
In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The Company does not expect the updated guidance to have an impact on the financial position, results of operations or cash flows. | |
The Company has implemented all other 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. |
SHARE_PURCHASE_WARRANTS_Tables
SHARE PURCHASE WARRANTS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Share Purchase Warrants | ' | ||||||||
Weighted Average | |||||||||
Number of | Exercise | ||||||||
Warrants | Price | ||||||||
$ | |||||||||
Balance, December 31, 2011 | 1,050,000 | 0.75 | |||||||
Warrants granted with private placement | 667,000 | 1 | |||||||
Warrants issued with convertible debentures | 758,844 | 0.25 | |||||||
Warrants exercised | -758,844 | 0.25 | |||||||
Balance, December 31, 2012 | 1,717,000 | 0.85 | |||||||
Balance, December 31, 2013 | 1,717,000 | 0.85 | |||||||
Share purchase warrants outstanding | ' | ||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price per Share | Expiry Date | |||||||
1,050,000 | $ | 0.75 | 20-Jun-14 | ||||||
667,000 | $ | 1 | 10-Jan-15 | ||||||
1,717,000 | $ | 0.85 |
PROMISSORY_NOTE_Tables
PROMISSORY NOTE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Principal payments due on the promissory note | ' | ||||
30-Sep-14 | 257,911 | ||||
30-Sep-15 | 133,842 | ||||
30-Sep-16 | 137,209 | ||||
30-Sep-17 | 140,660 | ||||
30-Sep-18 | 144,199 | ||||
Total | $ | 813,821 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Options outstanding | ' | ||||||||||||||||
Option Price | |||||||||||||||||
Expiry Date | Per Share | Number | |||||||||||||||
21-Dec-21 | 0.84 | 3,450,000 | |||||||||||||||
21-Dec-14 | 0.84 | 500,000 | |||||||||||||||
21-Jun-22 | 0.2 | 1,000,000 | |||||||||||||||
25-Jun-23 | 0.067 | 1,700,000 | |||||||||||||||
0.55 | 6,650,000 | ||||||||||||||||
Stock option activity | ' | ||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||||||
$ | $ | ||||||||||||||||
Outstanding, December 31, 2011 | 3,950,000 | 0.84 | 8.08 | 869,000 | |||||||||||||
Options granted | 1,000,000 | 0.2 | 9.48 | - | |||||||||||||
Outstanding, December 31, 2012 | 4,950,000 | 0.71 | 8.37 | 10,000 | |||||||||||||
Options granted | 1,700,000 | 0.067 | 9.49 | - | |||||||||||||
Outstanding, December 31, 2013 | 6,650,000 | 0.55 | 7.9 | - | |||||||||||||
Exercisable, December 31, 2013 | 6,650,000 | 0.55 | 7.9 | - |
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair value on recurring and nonrecurring basis | ' | ||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Quoted Prices in | Significant | ||||||||||||||||
Active Markets | Other | Significant | |||||||||||||||
For Identical | Observable | Unobservable | Balance as of | ||||||||||||||
Instruments | Inputs | Inputs | December 31, | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2013 | ||||||||||||||
$ | $ | $ | $ | ||||||||||||||
Assets: | |||||||||||||||||
Cash (recurring basis) | 18,005 | – | – | 18,005 | |||||||||||||
Mineral properties (nonrecurring basis) (Note 3) | – | – | 1,206,011 | 1,206,011 |
MINERAL_PROPERTY_EXPLORATIONS_1
MINERAL PROPERTY EXPLORATIONS COSTS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Mineral property explorations costs | ' | ||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Strong Creek and Iron Mountain: | |||||||||
Technical Report | $ | 16,271 | $ | 94,141 | |||||
Mapping | 180 | - | |||||||
Claims | 3,774 | 3,642 | |||||||
Drilling | 1,342 | 14,795 | |||||||
Travel | 1,000 | 23,986 | |||||||
Aeromagnetic Survey | - | 20,000 | |||||||
Lease payments | 12,000 | 8,000 | |||||||
TOTAL | 34,567 | 164,564 |
CONVERTIBLE_DEBENTURES_Tables
CONVERTIBLE DEBENTURES (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Convertible Debt | ' | |||||||||||||||||||||||||||
Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date | |||||||||||||||||||||||
a | ) | 15-Aug-13 | 15,500 | 1,928 | 13,572 | 8 | % | 19-May-14 | ||||||||||||||||||||
a | ) | 23-Aug-13 | 27,500 | 18,845 | 8,655 | 8 | % | 27-May-14 | ||||||||||||||||||||
a | ) | 1-Jul-13 | 42,500 | 13,929 | 28,571 | 8 | % | 28-Mar-14 | ||||||||||||||||||||
a | ) | 17-Oct-13 | 27,500 | 11,741 | 15,759 | 8 | % | 16-Jul-14 | ||||||||||||||||||||
b | ) | 4-Nov-13 | 15,000 | 9,542 | 5,458 | 6 | % | 4-Nov-15 | ||||||||||||||||||||
b | ) | 9-Dec-13 | 20,000 | 13,054 | 6,946 | 6 | % | 5-Dec-15 | ||||||||||||||||||||
c | ) | 9-Dec-13 | 33,159 | 21,644 | 11,515 | 8 | % | 5-Dec-15 | ||||||||||||||||||||
d | ) | 2-Apr-13 | 208,250 | 11,814 | 196,436 | 0 | % | 2-Jan-13 | ||||||||||||||||||||
e | ) | 2-Oct-13 | 76,500 | 28,501 | 47,999 | 12 | % | 18-Sep-14 | ||||||||||||||||||||
f | ) | 26-Jun-13 | 83,333 | 55,037 | 28,296 | 12 | % | 26-Jun-14 | ||||||||||||||||||||
f | ) | 26-Sep-13 | 27,778 | 25,682 | 2,096 | 12 | % | 26-Sep-14 | ||||||||||||||||||||
f | ) | 9-Dec-13 | 27,778 | 23,506 | 4,272 | 12 | % | 9-Dec-14 | ||||||||||||||||||||
g | ) | 4-Nov-13 | 15,000 | 7,077 | 7,923 | 8 | % | 4-Nov-15 | ||||||||||||||||||||
h | ) | 18-Sep-13 | 30,000 | 10,210 | 19,790 | 12 | % | 18-Sep-14 | ||||||||||||||||||||
649,798 | 252,510 | 397,288 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Income Tax Disclosure [Abstract] | ' | |||||
Statutory Tax and Effective Tax Rate | ' | |||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
$ | $ | |||||
Net loss before taxes | -2,869,622 | -3,407,757 | ||||
Statutory rate | 35% | 35% | ||||
Computed expected tax (recovery) | -1,004,367 | -1,192,715 | ||||
Stock-based compensation | 123,318 | 746,638 | ||||
Accretion on convertible debt | 85,407 | - | ||||
Amortization of beneficial conversion feature | 296,260 | 59,106 | ||||
Increase in valuation allowance: | 499,382 | 386,971 | ||||
Reported income taxes | – | – | ||||
Deferred Tax Asset | ' | |||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
$ | $ | |||||
Potential deferred tax asset | ||||||
- Net operating losses | 1,432,750 | 619,955 | ||||
- Mineral properties | 131,822 | 148,970 | ||||
- Less valuation allowance | -1,209,202 | -709,820 | ||||
Total deferred tax assets | 335,370 | 59,106 | ||||
Beneficial conversion feature and other | -335,370 | -59,106 | ||||
Net deferred tax assets | – | – |
NATURE_OF_BUSINESS_AND_GOING_C1
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) (USD $) | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Working Capital Deficiency | $1,062,925 |
Accumulated losses | $7,282,575 |
MINERAL_PROPERTIES_Details_Nar
MINERAL PROPERTIES (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2012 | Dec. 31, 2013 | |
Extractive Industries [Abstract] | ' | ' |
Term option payments | $85,000 | $145,000 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Equity Line of Credit | ' |
Shares issued for equity line of credit | 1,762,863 |
Finders fee for convertible note | ' |
Shares issued for equity line of credit | 533,333 |
Convertible note | ' |
Shares issued for equity line of credit | 158,956,298 |
Investor Relation Services | ' |
Shares issued for equity line of credit | 150,000 |
SHARE_PURCHASE_WARRANTS_Share_
SHARE PURCHASE WARRANTS - Share Purchase Warrants (Details) (Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrants | ' | ' |
Number of Options | ' | ' |
Number of Warrants Outstanding, Beginning | -758,844 | 1,050,000 |
Number of Warrants Granted with private placement | ' | 667,000 |
Number of Warrants issued with convertible debentures | ' | 758,844 |
Number of Warrants Exercised | ' | 758,844 |
Number of Warrants Outstanding | 1,717,000 | -758,844 |
Exercisable, December 31, 2012 | 6,650,000 | 4,950,000 |
Weighted Average Exercise Price | ' | ' |
Weighted Average Exercise Price Outstanding, Beginning | $0.85 | $0.75 |
Weighted Average Exercise Price Granted with private placement | $0.07 | $1 |
Weighted Average Exercise Price Issued with convertible debentures | ' | $0.25 |
Weighted Average Exercise Price Exercised | ' | $0.25 |
Weighted Average Exercise Price Outstanding, Ending | $0.85 | $0.85 |
SHARE_PURCHASE_WARRANTS_Detail
SHARE PURCHASE WARRANTS (Details 1) (USD $) | Dec. 31, 2013 |
Warrant [Member] | ' |
Shares outstanding | 1,717,000 |
Weighted average exercise price of share outstanding | $0.85 |
Warrant One [Member] | ' |
Shares outstanding | 1,050,000 |
Weighted average exercise price of share outstanding | $0.75 |
Expiry date | 20-Jun-14 |
Warrant Two [Member] | ' |
Shares outstanding | 667,000 |
Weighted average exercise price of share outstanding | $1 |
Expiry date | 10-Jan-15 |
PROMISSORY_NOTE_Details_Narrat
PROMISSORY NOTE (Details Narrative) (Promissory note, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Promissory note | ' |
Financing Agreement | $6,855,000 |
Royalty payments on note | 62,500 |
Fair value note payable | 1,061,011 |
Notes Payable | 1,191,253 |
Interest rate of note | 14.03% |
Converted debt, amount | 200,000 |
Loss on extinguishment of note | $168,000 |
PROMISSORY_NOTE_Details
PROMISSORY NOTE (Details) (USD $) | Sep. 30, 2013 |
Summary of estimated contractual principal payments due on the promissory note for the next five years | ' |
30-Sep-14 | $257,911 |
30-Sep-15 | 133,842 |
30-Sep-16 | 137,209 |
30-Sep-17 | 140,660 |
30-Sep-18 | 144,199 |
Total | $813,821 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details Narrative) (USD $) | 12 Months Ended | 79 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Shares authorized by plan | 9,947,400 | ' | 9,947,400 |
Stock based compensation | $352,338 | $2,133,251 | $2,593,361 |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION - Stock option activity (Details) (Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options | ' | ' |
Shares outstanding | ' | 3,950,000 |
Shares granted | 1,700,000 | 1,000,000 |
Shares exercisable | 6,650,000 | 4,950,000 |
Weighted average exercise price of share outstanding | ' | $0.84 |
Weighted average exercise price of share granted | $0.07 | $0.20 |
Weighted average exercise price of share exercisable | $0.55 | $0.71 |
Weighted-average remaining contractual term (years) of share outstanding | ' | '8 years 0 months 8 days |
Weighted-average remaining contractual term (years) of share granted | '9 years 4 months 9 days | '9 years 4 months 8 days |
Weighted-average remaining contractual term (years) of share exercisable | '7 years 9 months 0 days | '8 years 3 months 7 days |
Aggregate intrinsic value of share outstanding | ' | $869,000 |
Aggregate intrinsic value of share exercisable | ' | $10,000 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details) (USD $) | Dec. 31, 2013 |
Stock Options Two [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 21-Dec-14 |
Weighted average exercise price of share outstanding | $0.84 |
Shares outstanding | 500,000 |
Stock Options Three [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 21-Jun-22 |
Weighted average exercise price of share outstanding | $0.20 |
Shares outstanding | 1,000,000 |
Stock Options Four [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 25-Jun-23 |
Weighted average exercise price of share outstanding | $0.07 |
Shares outstanding | 1,700,000 |
Stock Options One [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 21-Dec-21 |
Weighted average exercise price of share outstanding | $0.84 |
Shares outstanding | 3,450,000 |
Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted average exercise price of share outstanding | $0.55 |
Shares outstanding | 6,650,000 |
COMMITMENTS_Details_Narrative
COMMITMENTS (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Officer's Salary, monthly | $15,000 |
Description | '2 year term. Resigned |
CEO | ' |
Consulting Agreement | 2,500 |
Vice President | ' |
Consulting Agreement | 6,000 |
Management Services | ' |
Consulting Agreement | $8,000 |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND BALANCES (Details) (USD $) | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | |
Former CEO | Former CEO | Management Firm | Management Firm | Officers and Directors | Officers and Directors | Officers and Directors | |
General and Administrative Expenses | $10,000 | $25,000 | $30,000 | $30,000 | $420,965 | $366,161 | ' |
Accrued fees | ' | ' | ' | ' | $129,193 | ' | $6,479 |
FAIR_VALUE_MEASUREMENT_Details
FAIR VALUE MEASUREMENT (Details) (USD $) | Dec. 31, 2013 |
Fair Value Inputs Level1 [Member] | ' |
Assets | ' |
Cash | $18,005 |
Fair Value Inputs Level2 [Member] | ' |
Assets | ' |
Cash | 0 |
Fair Value Inputs Level3 [Member] | ' |
Assets | ' |
Cash | 0 |
Mineral Properties | 1,206,011 |
Fair Value Measurements Recurring [Member] | ' |
Assets | ' |
Cash | 18,005 |
Mineral Properties | $1,206,011 |
MINERAL_PROPERTY_EXPLORATIONS_2
MINERAL PROPERTY EXPLORATIONS COSTS - Mineral property explorations costs (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Exploration Costs | $34,567 | $164,564 |
Techincal Report | ' | ' |
Exploration Costs | 16,271 | 94,141 |
Mapping | ' | ' |
Exploration Costs | 180 | ' |
Claims | ' | ' |
Exploration Costs | 3,774 | 3,642 |
Drilling | ' | ' |
Exploration Costs | 1,342 | 14,795 |
Travel | ' | ' |
Exploration Costs | 1,000 | 23,986 |
Aeromagnetic Survey | ' | ' |
Exploration Costs | ' | 20,000 |
Lease Payments | ' | ' |
Exploration Costs | $12,000 | $8,000 |
CONVERTIBLE_DEBENTURES_Convert
CONVERTIBLE DEBENTURES - Convertible Debt (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
15-Aug-13 | ' |
Issuance | 15-Aug-13 |
Principal | $15,500 |
Discount | 1,928 |
Carrying Value | 13,572 |
Interest Rate | 8.00% |
Maturity Date | 19-May-14 |
23-Aug-13 | ' |
Issuance | 23-Aug-13 |
Principal | 27,500 |
Discount | 18,845 |
Carrying Value | 8,655 |
Interest Rate | 8.00% |
Maturity Date | 27-May-14 |
1-Jul-13 | ' |
Issuance | 1-Jul-13 |
Principal | 42,500 |
Discount | 13,929 |
Carrying Value | 28,571 |
Interest Rate | 8.00% |
Maturity Date | 28-Mar-14 |
17-Oct-13 | ' |
Issuance | 17-Oct-13 |
Principal | 27,500 |
Discount | 11,741 |
Carrying Value | 15,759 |
Interest Rate | 8.00% |
Maturity Date | 16-Jul-14 |
November 4, 2013 #1 | ' |
Issuance | 4-Nov-13 |
Principal | 15,000 |
Discount | 9,542 |
Carrying Value | 5,458 |
Interest Rate | 6.00% |
Maturity Date | 4-Nov-15 |
December 9, 2013 #1 | ' |
Issuance | 9-Dec-13 |
Principal | 20,000 |
Discount | 13,054 |
Carrying Value | 6,946 |
Interest Rate | 6.00% |
Maturity Date | 5-Dec-15 |
December 9, 2013 #2 | ' |
Issuance | 9-Dec-13 |
Principal | 33,159 |
Discount | 21,644 |
Carrying Value | 11,515 |
Interest Rate | 8.00% |
Maturity Date | 5-Dec-15 |
2-Apr-13 | ' |
Issuance | 2-Apr-13 |
Principal | 208,250 |
Discount | 11,814 |
Carrying Value | 196,436 |
Interest Rate | 0.00% |
Maturity Date | 2-Jan-13 |
2-Oct-13 | ' |
Issuance | 2-Oct-13 |
Principal | 76,500 |
Discount | 28,501 |
Carrying Value | 47,999 |
Interest Rate | 12.00% |
Maturity Date | 18-Sep-14 |
26-Jun-13 | ' |
Issuance | 26-Jun-13 |
Principal | 83,333 |
Discount | 55,037 |
Carrying Value | 28,296 |
Interest Rate | 12.00% |
Maturity Date | 26-Jun-14 |
26-Sep-13 | ' |
Issuance | 26-Sep-13 |
Principal | 27,778 |
Discount | 25,682 |
Carrying Value | 2,096 |
Interest Rate | 12.00% |
Maturity Date | 26-Sep-14 |
December 9, 2013 #3 | ' |
Issuance | 9-Dec-13 |
Principal | 27,778 |
Discount | 23,506 |
Carrying Value | 4,272 |
Interest Rate | 12.00% |
Maturity Date | 9-Dec-14 |
November 4, 2013 #2 | ' |
Issuance | 4-Nov-13 |
Principal | 15,000 |
Discount | 7,077 |
Carrying Value | 7,923 |
Interest Rate | 8.00% |
Maturity Date | 4-Nov-15 |
18-Sep-13 | ' |
Issuance | 18-Sep-13 |
Principal | 30,000 |
Discount | 10,210 |
Carrying Value | 19,790 |
Interest Rate | 12.00% |
Maturity Date | 18-Sep-14 |
Convertible Debentures | ' |
Principal | 649,798 |
Discount | 252,510 |
Carrying Value | $397,288 |
CONVERTIBLE_DEBENTURES_Details
CONVERTIBLE DEBENTURES (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Baier Note | ' |
Principal | $147,062 |
Gel Note | ' |
Principal | 34,159 |
Carrying Value | 34,159 |
Bridge Note | ' |
Principal | 300,000 |
JMJ Financial | ' |
Principal | 275,000 |
Convertible Debentures | ' |
Principal | 649,798 |
Discount | 252,510 |
Carrying Value | 397,288 |
Unsecured Convertible Debenture | 357,162 |
Stock issued for debt | 158,956,298 |
Payment of convertible debentures | 194,159 |
Debt costs | $31,126 |
EQUITY_LINE_OF_CREDIT_Details_
EQUITY LINE OF CREDIT (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | ||||||
Aug. 12, 2013 | Apr. 02, 2013 | Apr. 15, 2013 | Feb. 19, 2013 | Jan. 10, 2013 | Oct. 22, 2012 | Dec. 31, 2013 | Oct. 18, 2012 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock available for sale | ' | ' | ' | ' | ' | ' | ' | $10,000,000 |
Commitment Shares | 86,764 | ' | 857,142 | ' | 818,930 | 150,015 | ' | ' |
Proceeds for shares of common stock | 3,561 | 2,000,000 | 68,571 | 1,000,000 | 180,083 | 165,916 | ' | ' |
Financing charges | ' | ' | ' | ' | ' | ' | $350,359 | ' |
INCOME_TAXES_Statutory_Tax_and
INCOME TAXES - Statutory Tax and Effective Tax Rate (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net loss before taxes | ($2,869,622) | ($3,407,757) |
Statutory rate | 35.00% | 35.00% |
Computed expected tax (recovery) | -1,004,367 | -1,192,715 |
Stock-based compensation | 123,318 | 746,638 |
Accretion on convertible debt | 85,407 | ' |
Amortization of beneficial conversion feature | 296,260 | 59,106 |
Increase in valuation allowance: | 499,382 | 386,971 |
Reported income taxes | ' | ' |
INCOME_TAXES_Deferred_Tax_Asse
INCOME TAXES - Deferred Tax Asset (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Potential deferred tax asset | ' | ' |
- Net operating losses | $1,432,750 | $619,955 |
- Mineral properties | 131,822 | 148,970 |
- Less valuation allowance | -1,209,202 | -709,820 |
Total deferred tax assets | 335,370 | 59,106 |
Beneficial conversion feature and other | -335,370 | -59,106 |
Net deferred tax assets | ' | ' |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carryforward | $1,432,746 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Debenture | Convertible notes | Current Liabilities | Investor Relation | |||
Principal | ' | ' | $526,966 | ' | ' | ' |
Interest Rate | ' | ' | 8.00% | ' | ' | ' |
Stock issued for debt | ' | ' | ' | 451,766,093 | 19,402,265 | 5,000,000 |
Payment of convertible debentures | ' | ' | ' | 316,514 | ' | ' |
Current Liabilities | 1,080,931 | 196,525 | ' | ' | 291,034 | ' |
Consulting Agreement | ' | ' | ' | ' | ' | $1,100 |
Share price | ' | ' | ' | ' | ' | $0.00 |