Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Inception Mining Inc. | |
Entity Central Index Key | 0001416090 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 2,638,874,873 | |
Entity File Number | 000-55219 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 35-2302128 | |
Entity Address Address Line 1 | 5330 South 900 East | |
Entity Address Address Line 2 | Suite 280 | |
Entity Address City Or Town | Murray | |
Entity Address State Or Province | UT | |
Entity Address Postal Zip Code | 84117 | |
City Area Code | 801 | |
Local Phone Number | 312-8113 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 40,625 | $ 0 |
Prepaid expenses and other current assets | 0 | 2,717 |
Note receivable - current portion | 1,345,000 | 0 |
Current assets of discontinued operations | 0 | 300,132 |
Total Current Assets | 1,385,625 | 302,849 |
Property, plant and equipment, net | 3,440 | 3,983 |
Note receivable, net of current portion | 920,000 | 0 |
Right of use operating lease asset | 13,019 | 23,106 |
Other assets | 531 | 531 |
Other non-current assets of discontinued operations | 0 | 822,934 |
Total Assets | 2,322,615 | 1,153,403 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,333,168 | 5,081,544 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Accrued interest - related parties | 0 | 10,907,642 |
Operating lease liability - current portion | 13,019 | 13,511 |
Note payable - current portion | 75,000 | 0 |
Notes payable - related parties | 18,370 | 2,695,964 |
Convertible notes payable - net of discount | 7,574 | 3,801,698 |
Derivative liabilities | 131,487 | 3,262,612 |
Current liabilities of discontinued operations | 0 | 3,305,227 |
Total Current Liabilities | 1,578,618 | 29,068,198 |
Long-term note payable | 60,000 | 60,000 |
Long-term notes payable - related parties, net of current portion | 868,618 | 5,378,980 |
Operating lease liability, net of current portion | 0 | 9,595 |
Long-term liabilities of discontinued operations | 0 | 767,673 |
Total Liabilities | 2,507,236 | 35,284,446 |
Commitments and Contingencies | 0 | 0 |
Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 51 shares issued and outstanding | 1 | 1 |
Common stock, $0.00001 par value; 10,300,000,000 shares authorized, 2,638,874,873 and 244,634,016 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 26,389 | 2,446 |
Additional paid-in capital | 26,465,611 | 8,152,715 |
Stockholders' Equity (Deficit) | ||
Accumulated deficit | (26,676,622) | (41,655,570) |
Accumulated other comprehensive loss | 0 | (618,683) |
Total Controlling Interest | (184,621) | (34,119,091) |
Non-Controlling Interest | 0 | (11,952) |
Total Stockholders' Deficit | (184,621) | (34,131,043) |
Total Liabilities and Stockholders' Deficit | $ 2,322,615 | $ 1,153,403 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 10,300,000,000 | 10,300,000,000 |
Common stock, shares issued | 2,638,874,873 | 244,634,016 |
Common stock, shares outstanding | 2,638,874,873 | 244,634,016 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses | ||||
General and administrative | $ 479,855 | $ 158,882 | $ 963,693 | $ 535,250 |
Depreciation and amortization | 182 | 182 | 542 | 542 |
Total Operating Expenses | 480,037 | 159,064 | 964,235 | 535,792 |
Loss from Operations | (480,037) | (159,064) | (964,235) | (535,792) |
Other Income/(Expenses) | ||||
Gain on forgiveness of PPP loan | 0 | 0 | 0 | 31,667 |
Change in derivative liability | 264,204 | 35,856 | 3,503,454 | 681,557 |
Loss on extinguishment of debt | 388 | (14,008) | 6,319,102 | (271,511) |
Interest expense | (318,614) | (752,419) | (522,774) | (2,085,105) |
Total Other Income/(Expenses) | (54,022) | (730,571) | 9,299,782 | (1,643,392) |
Net Income (Loss) from Operations before Income Taxes | (534,059) | (889,635) | 8,335,547 | (2,179,184) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) from Continuing Operations | (534,059) | (889,635) | 8,335,547 | (2,179,184) |
Net Income (Loss) from Discontinued Operationss | 0 | (249,444) | (497,581) | (306,657) |
Gain on Sale of Mine Property in Discontinued Operations | 0 | 0 | 7,154,653 | 0 |
Provision for Income Taxes on Discontinued Operations | 0 | (54,723) | 0 | (82,137) |
Net Income (Loss) from Discontinued Operations | 0 | (304,167) | 6,657,072 | (388,794) |
Net Income (Loss) | (534,059) | (1,193,802) | 14,992,619 | (2,567,978) |
Net Income (Loss) - Non-Controlling Interest | 0 | 404 | (13,671) | 859 |
Net Income (Loss) - Controlling Interest | $ (534,059) | $ (1,193,398) | $ 14,978,948 | $ (2,567,119) |
Net income (loss) per share - Continuing Operations - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Net income (loss) per share - Discontinued Operations - Basic and Diluted | 0 | 0 | 0 | 0 |
Net income (loss) per share - Basic | 0 | 0 | 0.01 | (0.01) |
Net income (loss) per share - Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average number of shares outstanding during the period - Basic | 2,495,396,612 | 243,818,045 | 2,226,917,808 | 205,125,225 |
Weighted average number of shares outstanding during the period - Diluted | 2,495,396,612 | 243,818,045 | 432,522,909,834 | 205,125,225 |
Net Income (Loss) | $ (534,059) | $ (1,193,802) | $ 14,992,619 | $ (2,567,978) |
Other Comprehensive Income (Loss) | ||||
Exchange differences arising on translating foreign operations | 0 | (22,462) | (86,472) | (25,100) |
Total Comprehensive Income (Loss) | (534,059) | (1,216,264) | 14,906,147 | (2,593,078) |
Total Comprehensive Income (Loss) - Non-Controlling Interest | 0 | (619) | 0 | (779) |
Total Comprehensive Income (Loss) - Controlling Interest | $ (534,059) | $ (1,216,883) | $ 14,906,147 | $ (2,593,857) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss | Noncontrolling Interest |
Balance, shares at Dec. 31, 2021 | 162,421,850 | 51 | |||||
Balance, amount at Dec. 31, 2021 | $ (30,275,558) | $ 1,624 | $ 1 | $ 7,881,439 | $ (37,508,429) | $ (639,949) | $ (10,244) |
Shares issued with note payable, shares | 19,747,727 | ||||||
Shares issued with note payable, amount | 124,299 | $ 198 | 0 | 124,101 | 0 | 0 | 0 |
Foreign currency translation adjustment | (1,823) | 0 | 0 | 0 | 0 | (1,823) | 0 |
Net loss for the period | (882,215) | $ 0 | $ 0 | 0 | (882,057) | 0 | (158) |
Balance, shares at Mar. 31, 2022 | 182,169,577 | 51 | |||||
Balance, amount at Mar. 31, 2022 | (31,035,297) | $ 1,822 | $ 1 | 8,005,540 | (38,390,486) | (641,772) | (10,402) |
Balance, shares at Dec. 31, 2021 | 162,421,850 | 51 | |||||
Balance, amount at Dec. 31, 2021 | (30,275,558) | $ 1,624 | $ 1 | 7,881,439 | (37,508,429) | (639,949) | (10,244) |
Net loss for the period | (2,567,978) | ||||||
Balance, shares at Sep. 30, 2022 | 244,634,016 | 51 | |||||
Balance, amount at Sep. 30, 2022 | (32,546,338) | $ 2,446 | $ 1 | 8,152,715 | (40,075,548) | (614,849) | (11,103) |
Balance, shares at Mar. 31, 2022 | 182,169,577 | 51 | |||||
Balance, amount at Mar. 31, 2022 | (31,035,297) | $ 1,822 | $ 1 | 8,005,540 | (38,390,486) | (641,772) | (10,402) |
Shares issued with note payable, shares | 53,080,768 | ||||||
Shares issued with note payable, amount | 133,725 | $ 530 | 0 | 133,195 | 0 | 0 | 0 |
Foreign currency translation adjustment | 4,461 | 0 | 0 | 0 | 0 | 4,461 | 0 |
Net loss for the period | (491,961) | $ 0 | $ 0 | 0 | (491,664) | 0 | (297) |
Balance, shares at Jun. 30, 2022 | 235,250,345 | 51 | |||||
Balance, amount at Jun. 30, 2022 | (31,389,072) | $ 2,352 | $ 1 | 8,138,735 | (38,882,150) | (637,311) | (10,699) |
Shares issued with note payable, shares | 9,383,671 | ||||||
Shares issued with note payable, amount | 14,074 | $ 94 | 0 | 13,980 | 0 | 0 | 0 |
Foreign currency translation adjustment | 22,462 | 0 | 0 | 0 | 0 | 22,462 | 0 |
Net loss for the period | (1,193,802) | $ 0 | $ 0 | 0 | (1,193,398) | 0 | (404) |
Balance, shares at Sep. 30, 2022 | 244,634,016 | 51 | |||||
Balance, amount at Sep. 30, 2022 | (32,546,338) | $ 2,446 | $ 1 | 8,152,715 | (40,075,548) | (614,849) | (11,103) |
Balance, shares at Dec. 31, 2022 | 244,634,016 | 51 | |||||
Balance, amount at Dec. 31, 2022 | (34,131,043) | $ 2,446 | $ 1 | 8,152,715 | (41,655,570) | (618,683) | (11,952) |
Foreign currency translation adjustment | (86,472) | 0 | 0 | 0 | 0 | (86,472) | 0 |
Net loss for the period | 15,283,733 | $ 0 | 0 | 0 | 15,270,062 | 0 | 13,671 |
Shares issued for services, shares | 120,000,001 | ||||||
Shares issued for services, amount | 122,286 | $ 1,200 | 0 | 121,086 | 0 | 0 | 0 |
Shares issued with extinguishment of debt, shares | 2,117,097,999 | ||||||
Shares issued with extinguishment of debt, amount | 18,057,410 | $ 21,171 | 0 | 18,036,239 | 0 | 0 | 0 |
Effects of sale of mine property | 703,436 | $ 0 | $ 0 | 0 | 0 | 705,155 | (1,719) |
Balance, shares at Mar. 31, 2023 | 2,481,732,016 | 51 | |||||
Balance, amount at Mar. 31, 2023 | (50,650) | $ 24,817 | $ 1 | 26,310,040 | (26,385,508) | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 244,634,016 | 51 | |||||
Balance, amount at Dec. 31, 2022 | (34,131,043) | $ 2,446 | $ 1 | 8,152,715 | (41,655,570) | (618,683) | (11,952) |
Net loss for the period | 14,992,619 | ||||||
Balance, shares at Sep. 30, 2023 | 2,638,874,873 | 51 | |||||
Balance, amount at Sep. 30, 2023 | (184,621) | $ 26,389 | $ 1 | 26,465,611 | (26,676,622) | 0 | 0 |
Balance, shares at Mar. 31, 2023 | 2,481,732,016 | 51 | |||||
Balance, amount at Mar. 31, 2023 | (50,650) | $ 24,817 | $ 1 | 26,310,040 | (26,385,508) | 0 | 0 |
Net loss for the period | 242,945 | $ 0 | $ 0 | 0 | 242,945 | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 2,481,732,016 | 51 | |||||
Balance, amount at Jun. 30, 2023 | 192,295 | $ 24,817 | $ 1 | 26,310,040 | (26,142,563) | 0 | 0 |
Net loss for the period | (534,059) | $ 0 | 0 | 0 | (534,059) | 0 | 0 |
Shares issued for services, shares | 157,142,857 | ||||||
Shares issued for services, amount | 157,143 | $ 1,572 | $ 0 | 155,571 | 0 | 0 | 0 |
Balance, shares at Sep. 30, 2023 | 2,638,874,873 | 51 | |||||
Balance, amount at Sep. 30, 2023 | $ (184,621) | $ 26,389 | $ 1 | $ 26,465,611 | $ (26,676,622) | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net Income (Loss) | $ (14,992,619) | $ 2,567,978 |
Net Loss from discontinued operations | 497,581 | 388,794 |
Gain on sale of mine property in discontinued operations | (7,154,653) | 0 |
Adjustments to reconcile net income (loss) to net cash used in operations | ||
Depreciation and amortization expense | 542 | 542 |
Common stock issued for services | 279,429 | 0 |
(Gain) Loss on extinguishment of debt | (6,319,102) | 271,511 |
Change in derivative liability | (3,503,454) | (681,557) |
Gain on forgiveness of PPP loan | 0 | (31,667) |
Amortization of right-of-use asset | 10,088 | 0 |
Amortization of debt discount | 330,481 | 826 |
Changes in operating assets and liabilities: | ||
Other receivables | 3,435,000 | 0 |
Prepaid expenses and other current assets | 2,717 | 6,623 |
Accounts payable and accrued liabilities | (33,558) | 1,106,032 |
Accounts payable and accrued liabilities - related parties | (1,278,250) | 464,901 |
Net Cash Provided By (Used In) Continuing Operations | 1,259,440 | (1,041,973) |
Net Cash Provided By (Used In) Discontinued Operations | (466) | 677,360 |
Net Cash Provided By (Used In) Operating Activities | 1,258,974 | (364,613) |
Cash Flows From Investing Activities: | ||
Investing activities of discontinued operations | (652) | (49,777) |
Net Cash Used In Investing Activities | (652) | (49,777) |
Cash Flows From Financing Activities: | ||
Repayment of notes payable | 0 | (37,891) |
Repayment of notes payable-related parties | (39,000) | (473,900) |
Repayment of convertible notes payable | (1,304,580) | 0 |
Proceeds from notes payable-related parties | 24,778 | 950,445 |
Proceeds from convertible notes payable | 100,000 | 0 |
Financing activities of discontinued operations | 0 | (76,943) |
Net Cash Provided By (Used In) Continuing Financing Activities | (1,218,802) | 361,711 |
Effects of exchange rate changes on cash | 1,105 | (106) |
Net Change in Cash | 40,625 | (52,785) |
Cash at Beginning of Period | 0 | 55,273 |
Cash at End of Period | 40,625 | 2,488 |
Less Cash of Discontinued Operations at End of Period | 0 | (2,475) |
Cash of Continued Operations at End of Period | 40,625 | 13 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 146,248 | 170,119 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Note receivable acquired for sale of mine property | 5,700,000 | 0 |
Common stock issued for conversion of debt | 0 | 272,099 |
Common stock issued for settlement of notes payable - related parties | 18,057,410 | 0 |
Finance leases to acquire equipment | $ 0 | $ 243,487 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Inception Mining, Inc. (formerly known as Gold American Mining Corp.) was incorporated under the name of Golf Alliance Corporation and under the laws of the State of Nevada on July 2, 2007. Inception Mining, Inc. is a precious metal mineral acquisition, exploration and development company. Inception Development, Inc., its wholly owned subsidiary, was incorporated under the laws of the State of Idaho on January 28, 2013. Golf Alliance Corporation pursued its original business plan to provide opportunities for golfers to play on private golf courses normally closed to them due to the membership requirements of the private clubs. During the year ended July 31, 2010, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration. On March 5, 2010, the Company amended its articles of incorporation to (1) change its name to Silver America, Inc. and (2) increase its authorized common stock from 100,000,000 to 500,000,000. In 2020, the Company increased its authorized common stock from 500,000,000 to 800,000,000. In 2022, the Company increased its authorized common stock from 800,000,000 to 10,300,000,000. On June 23, 2010, the Company amended its articles of incorporation to change its name to Gold American Mining Corp. On November 21, 2012, the Company implemented a 200 to 1 reverse stock split. Upon effectiveness of the stock split, each shareholder canceled 200 shares of common stock for every share of common stock owned as of November 21, 2012. This reverse stock split was effective on February 13, 2013. All share and per share references have been retroactively adjusted to reflect this 200 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented. On February 25, 2013, Gold American Mining Corp. and its majority shareholder (the “Majority Shareholder”), and its wholly owned subsidiary, Inception Development Inc. (the “Subsidiary”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Inception Resources, LLC, a Utah corporation (“Inception Resources”), pursuant to which Inception purchased the U.P. and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Inception, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net royalty. Inception Resources was an entity owned by and under the control of the majority shareholder. This transaction was deemed an asset purchase by entities under common control. The Asset Purchase Agreement closed on February 25, 2013 (the “Closing”). Inception was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the gold mine pursuant to the terms of the Asset Purchase Agreement. As a result of such acquisition, the Company’s operations were then focused on the ownership and operation of the mine acquired from Inception Resources and the Company then ceased to be a shell company as it no longer has nominal operations. On February 21, 2020, the Company sold the Up & Burlington property and mineral rights to Ounces High Exploration, Inc. in exchange for $250,000 in cash consideration and 66,974,252 shares of common stock of Hawkstone Mining Limited, a publicly-trade Australian company. On May 17, 2013, the Company amended its articles of incorporation to change its name to Inception Mining, Inc. (“Inception” or the “Company”). On October 2, 2015, the Company consummated a merger with Clavo Rico Ltd. (“Clavo Rico”). Clavo Rico is a privately held Turks and Caicos company with principal operations in Honduras, Central America. Clavo Rico operates the Clavo Rico mining concession through its subsidiaries Compañía Minera Cerros del Sur, S.A de C.V. and Compañía Minera Clavo Rico, S.A. de C.V. and holds other mining concessions. Pursuant to the agreement, the Company issued 240,225,901 shares of common stock of Inception and assumed promissory notes in the amount of $5,488,980 and accrued interest of $3,434,426. Under this merger agreement, there was a change in control, and it was treated for accounting purposes as a reverse recapitalization with Clavo Rico, Ltd. being the surviving entity. Its workings include several historical underground operations dating back to the early Mayan and Spanish occupation. On January 11, 2016, the Company implemented a 5.5 to 1 reverse stock split. This reverse stock split was effective on May 26, 2016. All share and per share references have been retroactively adjusted to reflect this 5.5 to 1 reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented. Immediately before the Reverse Split, the Company had 266,669,980 shares of common stock outstanding. Immediately after the Reverse Split, the Company had 48,485,451 shares of common stock outstanding, pending fractional-share rounding-up calculations to adjust for the Reverse Split. On January 12, 2023, Inception Mining, Inc. (the “ Company Since the divestiture of the Clavo Rico Mine, the Company has been operating as a consultant and advisor to the mining industry, including to Mother Lode Mining, the new owner of the Clavo Rico mine. It also has an ongoing financial interest in the Clavo Rico Mine under the LOI, with monthly payments due through February 2025 that are secured by a net smelter royalty. COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Going Concern - The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. Management is currently working to make changes that will result in profitable operations and to obtain additional funding sources to meet the Company’s need for cash during the next twelve months and beyond. Principles of Consolidation - Basis of Presentation - Condensed Financial Statements - In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of September 30, 2023, the results of its consolidated statements of operations and comprehensive income (loss) for the three and nine-month periods ended September 30, 2023, its condensed consolidated statement of stockholders’ deficit and its consolidated cash flows for the nine-month period ended September 30, 2023. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year. Use of Estimates – Cash and Cash Equivalents - Settlement of Contracts in Company’s Equity– Fair Value Measurements - Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. The fair value of financial instruments on September 30, 2023 are summarized below: Level 1 Level 2 Level 3 Total Warrant liabilities $ - $ - $ - $ - Debt derivative liabilities - - 131,487 131,487 Total Liabilities $ - $ - $ 131,487 $ 131,487 The fair value of financial instruments on December 31, 2022 are summarized below: Level 1 Level 2 Level 3 Total Warrant liabilities $ - $ - $ - $ - Debt derivative liabilities - - 3,262,612 3,262,612 Total Liabilities $ - $ - $ 3,262,612 $ 3,262,612 The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed below are that of volatility and market price of the underlying common stock of the Company. Notes Receivable Long-Lived Assets - Properties, Plant and Equipment - Building 7 to 15 years Vehicles and equipment 3 to 7 years Furniture and fixtures 2 to 3 years Stock Issued for Goods and Services - Stock-Based Compensation - Income (Loss) per Common Share - The following tables summaries the changes in the net earnings per common share for the three and six-month periods ended September 30, 2023 and 2022: For the Three Months Ended Numerator September 30, 2023 September 30, 2022 Net Income (Loss) - Controlling Interest $ (534,059 ) $ (1,193,398 ) Interest Expense - - Gain on Extinguishment of Debt - - Change in Derivative Liabilities - - Adjusted Net Loss - Controlling Interest $ (534,059 ) $ (1,193,398 ) Denominator Shares Shares Basic Weighted Average Number of Shares Outstanding during Period 2,495,396,612 243,818,045 Dilutive Shares - - Diluted Weighted Average Number of Shares Outstanding during Period 2,495,396,612 243,818,045 Diluted Net Loss per Share $ (0.00 ) $ (0.00 ) For the Nine Months Ended Numerator September 30, 2023 September 30, 2022 Net Income (Loss) - Controlling Interest $ 14,978,948 $ (2,567,119 ) Interest Expense 72,790 - Gain on Extinguishment of Debt (6,319,102 ) - Change in Derivative Liabilities (3,220,312 ) - Adjusted Net Loss - Controlling Interest $ 5,512,324 $ (2,567,119 ) Denominator Shares Shares Basic Weighted Average Number of Shares Outstanding during Period 2,226,917,808 205,125,225 Dilutive Shares 430,295,992,026 - Diluted Weighted Average Number of Shares Outstanding during Period 432,522,909,834 205,125,225 Diluted Net Loss per Share $ 0.00 $ (0.01 ) Other Comprehensive Income (Loss) – Derivative Liabilities - Income Taxes - Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets for which the Company does not consider realization of such deferred tax assets to be more likely than not. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position. Business Segments Operating Lease The supplemental balance sheet information related to the operating lease for the periods is as follows: September 30, 2023 December 31, 2022 Operating leases Long-term right-of-use assets $ 13,019 $ 23,106 Short-term operating lease liabilities $ 13,019 $ 13,511 Long-term operating lease liabilities - 9,595 Total operating lease liabilities $ 13,019 $ 23,106 Maturities of the Company’s undiscounted operating lease liabilities are as follows: Year Ending Operating Lease 2023 $ 4,107 2024 11,075 Total lease payments 15,182 Less: imputed interest/present value discount (2,163 ) Present value of lease liabilities $ 13,019 The Company made cash payments of $12,732 and $10,969 for the nine months ended September 30, 2023 and 2022, respectively. The Company incurred rent expense of $11,111 and $10,786 for the nine months ended September 30, 2023 and 2022, respectively. Non-Controlling Interest Policy Recently Issued Accounting Pronouncements – |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 3. Derivative Financial Instruments The Company adopted the provisions of ASC subtopic 825-10, Financial Instruments The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2023: Derivative Liabilities Balance, December 31, 2022 $ 3,262,612 Transfers in upon initial fair value of derivative liabilities 372,329 Change in fair value of derivative liabilities and warrant liability (3,503,454 ) Balance, September 30, 2023 $ 131,487 Derivative Liabilities – At September 30, 2023, the Company marked to market the fair value of the debt derivatives and determined a fair value of $131,487. The Company recorded a gain from change in fair value of debt derivatives of $3,503,454 for the period ended September 30, 2023. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model. The Binomial Option Pricing Model was based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 298.43%, (3) weighted average risk-free interest rate of 5.53% (4) expected life of 0.71 years, and (5) the quoted market price of the Company’s common stock at each valuation date. Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. Warrant Liabilities – At September 30, 2023, the Company had a warrant liability of $0. The Company recorded a loss from change in fair value of warrant liability of $0 for the period ended September 30, 2023. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model. The Binomial Option Pricing Model was based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 390.49%, (3) weighted average risk-free interest rate of 5.61% (4) expected life of 0.07 years, and (5) the quoted market price of the Company’s common stock at each valuation date. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Note Receivable | |
Note Receivable | 4. Note Receivable On January 12, 2023, Inception Mining, Inc. (the “ Company The purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $280,000 was delivered by MLM to the Company on January 3, 2023 to pay outstanding debts owed by the Corporation; (b) $300,000 was delivered by MLM to the Company on January 5, 2023 to satisfy existing debts of the Company; (c) $100,000 was delivered by MLM to the Company on January 16, 2023; (d) $200,000 was delivered by MLM to the Company on January 17, 2023; (e) $1,200,000 was delivered by MLM to the Company on January 18, 2023, to pay a settlement amount for existing debt of the Company; (f) $500,000 was delivered by MLM to the Company on January 23, 2023, to satisfy existing debts of the Company; (g) $500,000 was delivered by MLM to the Corporation on January 24, 2023 to satisfy existing debts of the Corporation. In addition to the amounts already delivered under the LOI, an additional amount of $2,620,000 shall be paid by MLM to the Company over a period of twenty-four (24) months (the “Monthly Payments”). The Monthly Payments shall be paid as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May and June 2023, and (iii) $100,000 due on the first day of each month for the following twenty months, until February 1, 2025 at which point all amounts due and payable hereunder shall be delivered in a final balloon payment.The Company has received several payments leaving an outstanding balance of $2,265,000 as of September 30,2023. MLM paid an additional $80,000 in initial payments than the agreement called for. Based on this additional funds, MLM has paid less than the scheduled payments to make up the cash outflow to them. However, MLM is currently $40,000 behind on payments. The Company has contacted MLM and they have agreed to get current with payments during the next couple months. Outstanding balances and missed Monthly Payments will be secured by a 10% NSR on the Clavo Rico mine production until the Monthly Payments are delivered and the purchase price is paid in full. In addition to the Monthly Payments, the Company will receive a carried forward net profits interest royalty (“NPI”) of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions. The following table summarizes the note receivable of the Company as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $5,700,000, accruing no interest, with monthly payments beginning on March 31, 2023, maturing February 1, 2025. $ 2,265,000 $ - Total Note Receivable 2,265,000 - Less: Current Maturities (1,320,000 ) - Total Long-Term Note Receivable $ 945,000 $ - |
Properties, Plant and Equipment
Properties, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Properties, Plant and Equipment, Net | |
Properties, Plant and Equipment, Net | 5. Properties, Plant and Equipment, Net Properties, plant and equipment at September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Machinery and Equipment $ 25,368 $ 25,368 Office Equipment and Furniture 1,627 1,627 26,995 26,995 Less Accumulated Depreciation (23,555 ) (23,012 ) Total Property, Plant and Equipment $ 3,440 $ 3,983 During the nine months ended September 30, 2023 and 2022, the Company recognized depreciation expense of $542 and $542, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | 6. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities at September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Accounts Payable $ 407,331 $ 127,612 Accrued Liabilities 214,050 4,221,586 Accrued Salaries and Benefits 711,787 732,346 Total Accrued Liabilities $ 1,333,168 $ 5,081,544 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Notes Payable | 7. Notes Payable Notes payable were comprised of the following as of September 30, 2023 and December 31, 2022: Notes Payable September 30, 2023 December 31, 2022 Phil Zobrist $ 60,000 $ 60,000 Antczak Polich Law LLC 75,000 - Total Notes Payable 135,000 60,000 Less Short-Term Notes Payable (75,000 ) - Total Long-Term Notes Payable $ 60,000 $ 60,000 Phil Zobrist Antczak Polich Law, LLC |
Notes Payable - Related Parties
Notes Payable - Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable - Related Parties | |
Notes Payable - Related Parties | 8. Notes Payable – Related Parties Notes payable – related parties were comprised of the following as of September 30, 2023 and December 31, 2022: Notes Payable - Related Parties Relationship September 30, 2023 December 31, 2022 Clavo Rico, Inc. Affiliate - Controlled by Director $ - $ 3,377,980 Claymore Management Affiliate - Controlled by Director - 185,000 Cluff-Rich PC 401K Affiliate - Controlled by Director 51,000 60,000 Debra D’ambrosio Immediate Family Member 440,988 446,210 Francis E. Rich IRA Immediate Family Member 100,000 100,000 Legends Capital Affiliate - Controlled by Director - 715,000 LWB Irrev Trust Affiliate - Controlled by Director - 1,101,000 MDL Ventures Affiliate - Controlled by Director - 1,794,754 Pine Valley Investments Affiliate - Controlled by Director 295,000 295,000 Total Notes Payable - Related Parties 886,988 8,074,944 Less Short-Term Notes Payable - Related Parties (18,370 ) (2,695,964 ) Total Long-Term Notes Payable - Related Parties $ 868,618 $ 5,378,980 Clavo Rico, Incorporated Claymore Management Cluff-Rich PC 401K – D. D’Ambrosio – D. D’Ambrosio – Francis E. Rich – Legends Capital Group LW Briggs Irrevocable Trust MDL Ventures Pine Valley Investments, LLC – Typically, any gains or losses on the extinguishment of debts are reported on the statement of operations. However, since all of the debts in this section are related parties, the gains or losses on the extinguishment of debts have been recorded as additional paid-in capital instead of gains or losses. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | 9. Convertible Notes Payable Convertible notes payable were comprised of the following as of September 30, 2023 and December 31, 2022: Convertible Notes Payable September 30, 2023 December 31, 2022 1800 Diagonal Lending $ 116,550 $ 104,580 Antczak Polich Law LLC - 279,123 Antilles Family Office LLC - 3,073,532 Scotia International - 395,041 Total Convertible Notes Payable 116,550 3,852,276 Less Unamortized Discount (108,976 ) (50,578 ) Total Convertible Notes Payable, Net of Unamortized Debt Discount 7,574 3,801,698 Less Short-Term Convertible Notes Payable (7,574 ) (3,801,698 ) Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount $ - $ - 1800 Diagonal Lending LLC 1800 Diagonal Lending LLC Antczak Polich Law, LLC Antczak Polich Law, LLC Antilles Family Office LLC Scotia International of Nevada, Inc. |
Stockholders_ Deficit
Stockholders? Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders? Deficit | |
Stockholders' Deficit | 10. Stockholders’ Deficit Common Stock On January 1, 2023, the Company issued 28,571,429 restricted shares of Common Stock to Justin Wilson for services rendered to the Company. These shares were valued at $0.0006 per share and the Company recognized an expense for stock based compensation of $17,143. On January 1, 2023, the Company issued 28,571,429 restricted shares of Common Stock to Sean Wilson for services rendered to the Company. These shares were valued at $0.0006 per share and the Company recognized an expense for stock based compensation of $17,143. On February 1, 2023, the Company issued 5,142,857 restricted shares of Common Stock to Cluff-Rich 401(k) upon the conversion of $18,000 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 16,428,571 restricted shares of Common Stock to Fran Rich upon the conversion of $57,500 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 23,200,857 restricted shares of Common Stock to Debra D’Ambrosio upon the conversion of $81,204 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 485,402,857 restricted shares of Common Stock to Trent D’Ambrosio upon the conversion of $1,794,754 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 17,142,857 restricted shares of Common Stock to Kay Briggs upon the conversion of $60,000 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 204,285,714 restricted shares of Common Stock to Legends Capital Group upon the conversion of $2,204,695 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 314,571,429 restricted shares of Common Stock to L W Briggs Irrevocable Trust upon the conversion of $3,370,371 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 52,857,143 restricted shares of Common Stock to Claymore Management upon the conversion of $580,768 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 965,137,143 restricted shares of Common Stock to Clavo Rico Inc. upon the conversion of $9,774,869 in existing debt owed to the shareholder that has been accrued by the Company. On February 1, 2023, the Company issued 32,928,571 restricted shares of Common Stock to Pine Valley Investments upon the conversion of $115,250 in existing debt owed to the shareholder that has been accrued by the Company. On February 17, 2023, the Company issued 42,857,143 restricted shares of Common Stock to Whit Cluff for services rendered to the Company. These shares were valued at $0.0014 per share and the Company recognized an expense for stock based compensation of $60,000. On February 17, 2023, the Company issued 2,857,143 restricted shares of Common Stock to Rod Sperry for services rendered to the Company. These shares were valued at $0.0014 per share and the Company recognized an expense for stock based compensation of $4,000. On February 17, 2023, the Company issued 2,857,143 restricted shares of Common Stock to Brunson Chandler & Jones, PLLC for services rendered to the Company. These shares were valued at $0.0014 per share and the Company recognized an expense for stock based compensation of $4,000. On February 17, 2023, the Company issued 14,285,714 restricted shares of Common Stock to Kyle Pickard for services rendered to the Company. These shares were valued at $0.0014 per share and the Company recognized an expense for stock based compensation of $20,000. On September 22, 2023, the Company issued 157,142,857 restricted shares of Common Stock to William McCluskey for services rendered to the Company in accordance to a consulting agreement. These shares were valued at $0.001 per share and the Company recognized an expense for stock based compensation of $157,143. Warrants The following tables summarize the warrant activity during the nine months ended September 30, 2023 and the year ended December 31, 2022: Stock Warrants Number of Warrants Weighted Average Exercise Price Balance at December 31, 2021 9,550,000 $ 0.49 Forfeited (9,350,000 ) 0.49 Balance at December 31, 2022 200,000 0.75 Forfeited (100,000 ) 0.75 Balance at September 30, 2023 100,000 $ 0.75 2023 Outstanding Warrants Warrants Exercisable Range of Exercise Price Number Outstanding at September 30, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at September 30, 2023 Weighted Average Exercise Price $ 0.75 100,000 0.07 $ 0.75 100,000 $ 0.75 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions Consulting Agreement Mr. Cluff currently serves as a director of the Company and has a separate agreement as a consultant of the Company effective as of October 2, 2015. Employment Agreements Notes Payable – Accounts Payable – |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Litigation From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such pending or threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. On December 30, 2021, the Company was served with a complaint filed by Antilles Family Office, LLC (“Antilles”) asserting claims related to alleged breach of contract and unjust enrichment against the Company. This matter was settled on January 18, 2023 in exchange for the payment of $1,200,000 by the Company to Antilles. Previously disclosed litigation matters related to one of the Company’s subsidiaries, Compañía Minera Clavo Rico, S.A. de C.V., were assigned to a third party as part of the sale of CMCS that closed on January 24, 2023. On October 15, 2020, one of the Company’s subsidiaries, Compañía Minera Clavo Rico, S.A. de C.V., was served with a complaint filed by Empresa Agregados y Concretos S.A. (“Agrecon”) asserting claims related to non-payment for services performed and damages associated with the termination of a certain Material Crushing Agreement. The Company has reserved $120,000 to settle this matter. On December 20, 2022, the company received a notice of demand from Servicio de Administracion de Rentas (“SAR”). SAR is the institution responsible for the collection of internal taxes. The notice was for Tax Obligations due in the amount of 9,245,637.70 Lps ($385,234.90). The tax obligations were due and payable immediately. On September 22, 2023, the Company entered into a consulting agreement with William McCluskey. This agreement requires the Company to pay $200,000 in consulting fees to William McCluskey before February 28, 2025. This amount is currently reported in accounts payable at September 30, 2023. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations | |
Discontinued Operations | 13. Discontinued Operations During the year ended December 31, 2022, the Company decided to discontinue all of its operating activities. Based on that decision, the Company’s board of directors committed to a plan to sell the CMCS entity operating the mine in Honduras. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations (held for sale) in the consolidated balance sheets as of September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 CURRENT ASSETS OF DISCONTINUED OPERATIONS: Cash and cash equivalents $ - $ 2,576 Accounts receivable - 10,752 Inventories - 277,106 Prepaid expenses and other current assets - 9,698 TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ - $ 300,132 NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS: Property, plant and equipment, net $ - $ 680,643 Other assets - 142,291 TOTAL NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS $ - $ 822,934 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS: Accounts payable and accrued liabilities $ - $ 2,504,735 Finance lease liabilities - current portion - 139,029 Note payable - 272,418 Taxes payable - 389,045 TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ - $ 3,305,227 NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS: Finance lease liabilities, net of current portion $ - $ 23,851 Mine reclamation obligation - 743,822 TOTAL NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ - $ 767,673 In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive loss. The results of operations from discontinued operations for the three and nine months ended September 30, 2023 and 2022 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023 and 2022, and consist of the following. Three Months Ended Nine months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Precious Metals Income $ - $ - $ - $ 1,365,387 Cost of goods sold - 173,917 315,152 1,413,495 Gross profit (loss) - (173,917 ) (315,152 ) (48,108 ) OPERATING EXPENSES OF DISCONTINUED OPERATIONS: General and administrative - 67,552 181,519 255,948 Depreciation and amortization - 934 212 3,227 - 68,486 181,731 259,175 OPERATING LOSS OF DISCONTINUED OPERATIONS - (242,403 ) (496,883 ) (307,283 ) OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS Other (income) expense - (662 ) - (8,329 ) Interest expense - 7,703 698 7,703 - 7,081 698 (626 ) LOSS BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS - (249,444 ) (497,581 ) (306,657 ) Provision for income taxes of discontinued operations - (54,723 ) - (82,137 ) NET LOSS OF DISCONTINUED OPERATIONS $ - $ (304,167 ) $ (497,581 ) $ (388,794 ) In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the nine months ended September 30, 2023 and 2022 have been reflected as discontinued operations in the consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, and consist of the following. Nine Months Ended September 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES Net loss $ (497,581 ) $ (388,794 ) Depreciation expense 4,259 45,902 Changes in operating assets and liabilities: Trade receivables 91 (8,223 ) Inventories (12,981 ) (285,978 ) Prepaid expenses and other current assets (34,670 ) (58,433 ) Accounts payable and accrued liabilities (294,243 ) 772,905 Accounts payable and accrued liabilities - related parties 834,659 599,981 Net cash provided by operating activities of discontinued operations $ (466 ) $ 677,360 INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS Purchase of property, plant and equipment $ (652 ) $ (49,777 ) Net cash provided by (used in) investing activities of discontinued operations $ (652 ) $ (44,167 ) FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS Payments on finance leases $ - $ (76,943 ) Net cash used in financing activities of discontinued operations $ - $ (76,943 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial statements were available to be issued and there are no material subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation - |
Derivative Liabilities | Derivative Liabilities - |
Income Taxes | Income Taxes - Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets for which the Company does not consider realization of such deferred tax assets to be more likely than not. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position. |
Business Segments | Business Segments |
Operating Lease | Operating Lease The supplemental balance sheet information related to the operating lease for the periods is as follows: September 30, 2023 December 31, 2022 Operating leases Long-term right-of-use assets $ 13,019 $ 23,106 Short-term operating lease liabilities $ 13,019 $ 13,511 Long-term operating lease liabilities - 9,595 Total operating lease liabilities $ 13,019 $ 23,106 Maturities of the Company’s undiscounted operating lease liabilities are as follows: Year Ending Operating Lease 2023 $ 4,107 2024 11,075 Total lease payments 15,182 Less: imputed interest/present value discount (2,163 ) Present value of lease liabilities $ 13,019 |
Non-Controlling Interest Policy | Non-Controlling Interest Policy |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements – |
Going Concern | Going Concern - The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. Management is currently working to make changes that will result in profitable operations and to obtain additional funding sources to meet the Company’s need for cash during the next twelve months and beyond. |
Principles of Consolidation | Principles of Consolidation - |
Condensed Financial Statements | Condensed Financial Statements - In the opinion of management, all adjustments have been made consisting of normal recurring adjustments and consolidating entries, necessary to present fairly the consolidated financial position of the Company and subsidiaries as of September 30, 2023, the results of its consolidated statements of operations and comprehensive income (loss) for the three and nine-month periods ended September 30, 2023, its condensed consolidated statement of stockholders’ deficit and its consolidated cash flows for the nine-month period ended September 30, 2023. The results of consolidated operations for the interim periods are not necessarily indicative of the results for the full year. |
Use of Estimates | Use of Estimates – |
Cash and Cash Equivalents | Cash and Cash Equivalents - |
Settlement of Contracts in Company's Equity | Settlement of Contracts in Company’s Equity– |
Fair Value Measurements | Fair Value Measurements - Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. The fair value of financial instruments on September 30, 2023 are summarized below: Level 1 Level 2 Level 3 Total Warrant liabilities $ - $ - $ - $ - Debt derivative liabilities - - 131,487 131,487 Total Liabilities $ - $ - $ 131,487 $ 131,487 The fair value of financial instruments on December 31, 2022 are summarized below: Level 1 Level 2 Level 3 Total Warrant liabilities $ - $ - $ - $ - Debt derivative liabilities - - 3,262,612 3,262,612 Total Liabilities $ - $ - $ 3,262,612 $ 3,262,612 The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed below are that of volatility and market price of the underlying common stock of the Company. |
Notes Receivable | Notes Receivable |
Long-Lived Assets | Long-Lived Assets - |
Properties, Plant and Equipment | Properties, Plant and Equipment - Building 7 to 15 years Vehicles and equipment 3 to 7 years Furniture and fixtures 2 to 3 years |
Stock Issued for Goods and Services | Stock Issued for Goods and Services - |
Stock-Based Compensation | Stock-Based Compensation - |
Income (Loss) per Common Share | Income (Loss) per Common Share - For the Nine Months Ended Numerator September 30, 2023 September 30, 2022 Net Income (Loss) - Controlling Interest $ 14,978,948 $ (2,567,119 ) Interest Expense 72,790 - Gain on Extinguishment of Debt (6,319,102 ) - Change in Derivative Liabilities (3,220,312 ) - Adjusted Net Loss - Controlling Interest $ 5,512,324 $ (2,567,119 ) Denominator Shares Shares Basic Weighted Average Number of Shares Outstanding during Period 2,226,917,808 205,125,225 Dilutive Shares 430,295,992,026 - Diluted Weighted Average Number of Shares Outstanding during Period 432,522,909,834 205,125,225 Diluted Net Loss per Share $ 0.00 $ (0.01 ) |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) – |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of Fair value of Financial Instruments | Level 1 Level 2 Level 3 Total Warrant liabilities $ - $ - $ - $ - Debt derivative liabilities - - 131,487 131,487 Total Liabilities $ - $ - $ 131,487 $ 131,487 Level 1 Level 2 Level 3 Total Warrant liabilities $ - $ - $ - $ - Debt derivative liabilities - - 3,262,612 3,262,612 Total Liabilities $ - $ - $ 3,262,612 $ 3,262,612 |
Schedule of Property and equipment Useful Lives | Building 7 to 15 years Vehicles and equipment 3 to 7 years Furniture and fixtures 2 to 3 years |
Schedule of Net Earnings Per Common Share | For the Three Months Ended Numerator September 30, 2023 September 30, 2022 Net Income (Loss) - Controlling Interest $ (534,059 ) $ (1,193,398 ) Interest Expense - - Gain on Extinguishment of Debt - - Change in Derivative Liabilities - - Adjusted Net Loss - Controlling Interest $ (534,059 ) $ (1,193,398 ) Denominator Shares Shares Basic Weighted Average Number of Shares Outstanding during Period 2,495,396,612 243,818,045 Dilutive Shares - - Diluted Weighted Average Number of Shares Outstanding during Period 2,495,396,612 243,818,045 Diluted Net Loss per Share $ (0.00 ) $ (0.00 ) |
Schedule of Balance Sheet Operating Lease | September 30, 2023 December 31, 2022 Operating leases Long-term right-of-use assets $ 13,019 $ 23,106 Short-term operating lease liabilities $ 13,019 $ 13,511 Long-term operating lease liabilities - 9,595 Total operating lease liabilities $ 13,019 $ 23,106 |
Schedule of Maturities Undiscounted Operating Lease Liabilities | Year Ending Operating Lease 2023 $ 4,107 2024 11,075 Total lease payments 15,182 Less: imputed interest/present value discount (2,163 ) Present value of lease liabilities $ 13,019 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Derivative Financial Instruments | |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | Derivative Liabilities Balance, December 31, 2022 $ 3,262,612 Transfers in upon initial fair value of derivative liabilities 372,329 Change in fair value of derivative liabilities and warrant liability (3,503,454 ) Balance, September 30, 2023 $ 131,487 |
Note Receivable (Tables)
Note Receivable (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Note Receivable | |
Schedule of Note Receivable | September 30, 2023 December 31, 2022 Note Receivable from Mother Load Mining, Inc. pursuant to a Letter of Intent dated effective January 12, 2023, in the original principal amount of $5,700,000, accruing no interest, with monthly payments beginning on March 31, 2023, maturing February 1, 2025. $ 2,265,000 $ - Total Note Receivable 2,265,000 - Less: Current Maturities (1,320,000 ) - Total Long-Term Note Receivable $ 945,000 $ - |
Properties, Plant and Equipme_2
Properties, Plant and Equipment, Net (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Properties, Plant and Equipment, Net | |
Schedule of Properties, Plant and equipment | September 30, 2023 December 31, 2022 Machinery and Equipment $ 25,368 $ 25,368 Office Equipment and Furniture 1,627 1,627 26,995 26,995 Less Accumulated Depreciation (23,555 ) (23,012 ) Total Property, Plant and Equipment $ 3,440 $ 3,983 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | September 30, 2023 December 31, 2022 Accounts Payable $ 407,331 $ 127,612 Accrued Liabilities 214,050 4,221,586 Accrued Salaries and Benefits 711,787 732,346 Total Accrued Liabilities $ 1,333,168 $ 5,081,544 |
Notes Payable (Tables)
Notes Payable (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Schedule of Notes Payable | Notes Payable September 30, 2023 December 31, 2022 Phil Zobrist $ 60,000 $ 60,000 Antczak Polich Law LLC 75,000 - Total Notes Payable 135,000 60,000 Less Short-Term Notes Payable (75,000 ) - Total Long-Term Notes Payable $ 60,000 $ 60,000 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable - Related Parties | |
Notes payable - related parties were comprised | Notes Payable - Related Parties Relationship September 30, 2023 December 31, 2022 Clavo Rico, Inc. Affiliate - Controlled by Director $ - $ 3,377,980 Claymore Management Affiliate - Controlled by Director - 185,000 Cluff-Rich PC 401K Affiliate - Controlled by Director 51,000 60,000 Debra D’ambrosio Immediate Family Member 440,988 446,210 Francis E. Rich IRA Immediate Family Member 100,000 100,000 Legends Capital Affiliate - Controlled by Director - 715,000 LWB Irrev Trust Affiliate - Controlled by Director - 1,101,000 MDL Ventures Affiliate - Controlled by Director - 1,794,754 Pine Valley Investments Affiliate - Controlled by Director 295,000 295,000 Total Notes Payable - Related Parties 886,988 8,074,944 Less Short-Term Notes Payable - Related Parties (18,370 ) (2,695,964 ) Total Long-Term Notes Payable - Related Parties $ 868,618 $ 5,378,980 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Schedule of Convertible Notes Payable | Convertible Notes Payable September 30, 2023 December 31, 2022 1800 Diagonal Lending $ 116,550 $ 104,580 Antczak Polich Law LLC - 279,123 Antilles Family Office LLC - 3,073,532 Scotia International - 395,041 Total Convertible Notes Payable 116,550 3,852,276 Less Unamortized Discount (108,976 ) (50,578 ) Total Convertible Notes Payable, Net of Unamortized Debt Discount 7,574 3,801,698 Less Short-Term Convertible Notes Payable (7,574 ) (3,801,698 ) Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount $ - $ - |
Stockholders_ Deficit (Tables)
Stockholders? Deficit (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Stockholders? Deficit | |
Schedule of Warrants Activity | Stock Warrants Number of Warrants Weighted Average Exercise Price Balance at December 31, 2021 9,550,000 $ 0.49 Forfeited (9,350,000 ) 0.49 Balance at December 31, 2022 200,000 0.75 Forfeited (100,000 ) 0.75 Balance at September 30, 2023 100,000 $ 0.75 |
Schedule of Warrants Outstanding and Exercisable | 2023 Outstanding Warrants Warrants Exercisable Range of Exercise Price Number Outstanding at September 30, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at September 30, 2023 Weighted Average Exercise Price $ 0.75 100,000 0.07 $ 0.75 100,000 $ 0.75 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 1 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations | |
Schedule of Discontinued operations | September 30, 2023 December 31, 2022 CURRENT ASSETS OF DISCONTINUED OPERATIONS: Cash and cash equivalents $ - $ 2,576 Accounts receivable - 10,752 Inventories - 277,106 Prepaid expenses and other current assets - 9,698 TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ - $ 300,132 NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS: Property, plant and equipment, net $ - $ 680,643 Other assets - 142,291 TOTAL NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS $ - $ 822,934 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS: Accounts payable and accrued liabilities $ - $ 2,504,735 Finance lease liabilities - current portion - 139,029 Note payable - 272,418 Taxes payable - 389,045 TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ - $ 3,305,227 NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS: Finance lease liabilities, net of current portion $ - $ 23,851 Mine reclamation obligation - 743,822 TOTAL NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ - $ 767,673 Three Months Ended Nine months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Precious Metals Income $ - $ - $ - $ 1,365,387 Cost of goods sold - 173,917 315,152 1,413,495 Gross profit (loss) - (173,917 ) (315,152 ) (48,108 ) OPERATING EXPENSES OF DISCONTINUED OPERATIONS: General and administrative - 67,552 181,519 255,948 Depreciation and amortization - 934 212 3,227 - 68,486 181,731 259,175 OPERATING LOSS OF DISCONTINUED OPERATIONS - (242,403 ) (496,883 ) (307,283 ) OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS Other (income) expense - (662 ) - (8,329 ) Interest expense - 7,703 698 7,703 - 7,081 698 (626 ) LOSS BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS - (249,444 ) (497,581 ) (306,657 ) Provision for income taxes of discontinued operations - (54,723 ) - (82,137 ) NET LOSS OF DISCONTINUED OPERATIONS $ - $ (304,167 ) $ (497,581 ) $ (388,794 ) Nine Months Ended September 30, 2023 December 31, 2022 DISCONTINUED OPERATING ACTIVITIES Net loss $ (497,581 ) $ (388,794 ) Depreciation expense 4,259 45,902 Changes in operating assets and liabilities: Trade receivables 91 (8,223 ) Inventories (12,981 ) (285,978 ) Prepaid expenses and other current assets (34,670 ) (58,433 ) Accounts payable and accrued liabilities (294,243 ) 772,905 Accounts payable and accrued liabilities - related parties 834,659 599,981 Net cash provided by operating activities of discontinued operations $ (466 ) $ 677,360 INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS Purchase of property, plant and equipment $ (652 ) $ (49,777 ) Net cash provided by (used in) investing activities of discontinued operations $ (652 ) $ (44,167 ) FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS Payments on finance leases $ - $ (76,943 ) Net cash used in financing activities of discontinued operations $ - $ (76,943 ) |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||
Jan. 11, 2016 | Oct. 02, 2015 | Feb. 25, 2013 | Nov. 21, 2012 | Feb. 21, 2020 | Sep. 30, 2023 | Jan. 12, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 31, 2020 | Dec. 30, 2020 | Mar. 05, 2010 | Mar. 04, 2010 | |
Common stock, shares authorized | 10,300,000,000 | 10,300,000,000 | 800,000,000 | 800,000,000 | 500,000,000 | 500,000,000 | 100,000,000 | ||||||
Reverse stock split description | 5.5 to 1 reverse stock split | 200 to 1 reverse stock split | 5.5 to 1 reverse stock split | ||||||||||
Promissory note issued to related party | $ 135,000 | $ 60,000 | |||||||||||
Accrued interest | $ 0 | ||||||||||||
Common stock, shares outstanding | 2,638,874,873 | 244,634,016 | |||||||||||
Immediately Before Reverse Split [Member] | |||||||||||||
Common stock, shares outstanding | 266,669,980 | ||||||||||||
Immediately after Reverse Split [Member] | |||||||||||||
Common stock, shares outstanding | 48,485,451 | ||||||||||||
Clavo Rico Ltd. [Member] | |||||||||||||
Shares issued for conversion of debt, shares | 240,225,901 | ||||||||||||
Shares issued for conversion of debt | $ 5,488,980 | ||||||||||||
Accrued interest | $ 3,434,426 | ||||||||||||
Ounces High Exploration, Inc. [Member] | |||||||||||||
Cash consideration received in exchange of properties | $ 250,000 | ||||||||||||
Gold American Mining Corp [Member] | |||||||||||||
Stock issued during period for consideration of acquisition, shares | 16,000,000 | ||||||||||||
Cash consideration | $ 66,974,252 | ||||||||||||
Percentage of net royalty | 3% | ||||||||||||
Gold American Mining Corp [Member] | Inception Development Member Inc [Member] | |||||||||||||
Promissory note issued to related party | $ 950,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Warrant liabilities | $ 0 | $ 0 |
Debt derivative liabilities | 131,487 | 3,262,612 |
Total Liabilities | 131,487 | 3,262,612 |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant liabilities | 0 | 0 |
Debt derivative liabilities | 0 | |
Total Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Warrant liabilities | 0 | 0 |
Debt derivative liabilities | 0 | 0 |
Total Liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Warrant liabilities | 0 | 0 |
Debt derivative liabilities | 131,487 | 3,262,612 |
Total Liabilities | $ 131,487 | $ 3,262,612 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 9 Months Ended |
Sep. 30, 2023 | |
Minimum [Member] | Building [Member] | |
Properties, plant and equipment | 7 years |
Minimum [Member] | Vehicles and Equipment [Member] | |
Properties, plant and equipment | 3 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Properties, plant and equipment | 2 years |
Maximum [Member] | Building [Member] | |
Properties, plant and equipment | 15 years |
Maximum [Member] | Vehicles and Equipment [Member] | |
Properties, plant and equipment | 7 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Properties, plant and equipment | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summary of Significant Accounting Policies | ||||
Net Income (Loss) - Controlling Interest | $ (534,059) | $ (1,193,398) | $ 14,978,948 | $ (2,567,119) |
Interest Expense | 0 | 0 | 72,790 | 0 |
Gain on Extinguishment of Debt | 0 | 0 | 6,319,102 | 0 |
Change in Derivative Liabilities | 0 | 0 | (3,220,312) | 0 |
Adjusted Net Income (Loss) - Controlling Interest | $ (534,059) | $ (1,193,398) | $ 5,512,324 | $ (2,567,119) |
Basic Weighted Average Number of Shares Outstanding during Period | 2,495,396,612 | 243,818,045 | 2,226,917,808 | 205,125,225 |
Dilutive Shares | 430,295,992,026 | |||
Diluted Weighted Average Number of Shares Outstanding during Period | 2,495,396,612 | 243,818,045 | 432,522,909,834 | 205,125,225 |
Diluted Net Loss per Share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Long-term right-of-use assets | $ 13,019 | $ 23,106 |
Short-term operating lease liabilities | 13,019 | 13,511 |
Long-term operating lease liabilities | 0 | 9,595 |
Total operating lease liabilities | $ 13,019 | $ 23,106 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) | Sep. 30, 2023 USD ($) |
Summary of Significant Accounting Policies | |
2023 | $ 4,107 |
2024 | 11,075 |
Total operating lease liabilities | 15,182 |
Less: imputed interest/present value discount | (2,163) |
Present value of lease liabilities | $ 13,019 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||||
Net income | $ 14,992,619 | ||||
Working capital deficit | $ (192,993) | (192,993) | |||
Cash equivalents | 40,625 | 40,625 | $ 0 | ||
Cash deposit insured by FDIC | 250,000 | 250,000 | |||
Note receivable | 2,265,000 | 2,265,000 | $ 0 | ||
Net of reserves | $ 0 | $ 0 | |||
Diluted loss per share | 278,699,849 | 430,296,172,574 | 458,422,944 | 430,296,172,574 | |
Operating lease rent expense | $ 12,732 | $ 10,969 | |||
Payments for Rent | $ 11,111 | $ 10,786 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Change in fair value of derivative liabilities and warrant liability | $ (3,503,454) |
Transfers in upon initial fair value of derivative liabilities | 372,329 |
Derivative liabilities, ending balance | 131,487 |
Derivative liabilities, begining balance | $ 3,262,612 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative liabilities | $ 131,487 | $ 131,487 | $ 3,262,612 | ||
Derivative gain loss on derivative net | 264,204 | $ 35,856 | 3,503,454 | $ 681,557 | |
Warrant liability | $ 0 | $ 0 | |||
The Binomial Option Pricing Model [Member] | |||||
Expected volatility | 298.43% | ||||
Weighted average interest free interest rate | 5.53% | ||||
Fair value of assumptions, expected life | 8 months 15 days | ||||
The Binomial Option Pricing Model [Member] | Debt Derivative Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Expected volatility | 390.49% | ||||
Monte Carlo Valuation Model [Member] | Debt Derivative Liability [Member] | Measurement Input, Expected Term [Member] | |||||
Weighted average interest free interest rate | 5.61% | ||||
Fair value of assumptions, expected life | 25 days |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Total Note Receivable | $ 2,265,000 | $ 0 |
Less: Current Maturities | (1,320,000) | 0 |
Total Long-Term Note Receivable | 945,000 | 0 |
Mother Lode Mining Inc [Member] | ||
Total Note Receivable | $ 2,265,000 | $ 0 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 03, 2023 | Jan. 12, 2023 | Jan. 05, 2023 | Jan. 24, 2023 | Jan. 23, 2023 | Jan. 18, 2023 | Jan. 16, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Original principal amount | $ 5,700,000 | ||||||||
Accruing interest | $ 0 | ||||||||
Debt instrument, frequency of periodic payment | Outstanding balances and missed Monthly Payments will be secured by a 10% NSR on the Clavo Rico mine production until the Monthly Payments are delivered and the purchase price is paid in full. In addition to the Monthly Payments, the Company will receive a carried forward net profits interest royalty (“NPI”) of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions. | ||||||||
Mother Lode Mining Inc [Member] | |||||||||
Purchase price of cash consideration | $ 280,000 | $ 300,000 | $ 500,000 | $ 500,000 | $ 1,200,000 | $ 200,000 | $ 80,000 | ||
Debt instrument, periodic payment | $ 2,620,000 | 40,000 | |||||||
Letter of Intent [Member] | |||||||||
Debt instrument, periodic payment | 2,620,000 | ||||||||
Payments for proceeds from loans receivable | $ 1,000,000 | ||||||||
Letter of Intent [Member] | Twenty Months Until February 1, 2025 [Member] | |||||||||
Debt instrument, periodic payment | $ 100,000 | ||||||||
Debt instrument,carry amount | $ 2,265,000 |
Properties, Plant and Equipme_3
Properties, Plant and Equipment, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Properties, Plant and Equipment, Net | ||
Machinery and Equipment | $ 25,368 | $ 25,368 |
Office Equipment and Furniture | 1,627 | 1,627 |
Property, Plant and Equipment Gross | 26,995 | 26,995 |
Less Accumulated Depreciation | (23,555) | (23,012) |
Total Property, Plant and Equipment | $ 3,440 | $ 3,983 |
Properties Plant and Equipment
Properties Plant and Equipment Net (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Properties, Plant and Equipment, Net | ||
Depreciation expense | $ 542 | $ 542 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities | ||
Accounts Payable | $ 407,331 | $ 127,612 |
Accrued Liabilities | 214,050 | 4,221,586 |
Accrued Salaries and Benefits | 711,787 | 732,346 |
Total Accrued Liabilities | $ 1,333,168 | $ 5,081,544 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Total Notes Payable | $ 135,000 | $ 60,000 |
Less Short-Term Notes Payable | (75,000) | 0 |
Total Long-Term Notes Payable | 60,000 | 60,000 |
Antczak Polich Law LLC [Member] | ||
Total Notes Payable | 75,000 | 0 |
Phil Zobrist [Member] | ||
Total Notes Payable | $ 60,000 | $ 60,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 02, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 21, 2023 | Jan. 12, 2023 | Dec. 31, 2022 | Dec. 31, 2015 | Jan. 11, 2013 | |
Accrued interest | $ 0 | |||||||||
Gain on extinguishment of debt | $ 388 | $ (14,008) | $ 6,319,102 | $ (271,511) | ||||||
Derivative liability | 131,487 | 131,487 | $ 3,262,612 | |||||||
Notes payable | 135,000 | 135,000 | 60,000 | |||||||
Antczak Polich Law LLC [Member] | ||||||||||
Notes payable | 75,000 | 75,000 | 0 | |||||||
Phil Zobrist [Member] | ||||||||||
Notes payable | 60,000 | $ 60,000 | $ 60,000 | |||||||
Unsecured Promissory Note [Member] | ||||||||||
Debt instrument, interest rate, stated percentage | 18% | |||||||||
Unsecured Promissory Note [Member] | Antczak Polich Law LLC [Member] | ||||||||||
Unsecured debt, current | $ 75,000 | |||||||||
Unsecured Promissory Note [Member] | Phil Zobrist [Member] | ||||||||||
Unsecured debt, current | $ 60,000 | |||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||
Debt instrument, maturity date | Dec. 31, 2016 | Dec. 31, 2024 | ||||||||
Accrued interest | $ 113,089 | $ 113,089 | $ 29,412 | |||||||
Debt instruments conversion price per share | $ 0.99 | $ 0.99 | ||||||||
Percentage of debt discount | 50% | |||||||||
Gain on extinguishment of debt | $ 121,337 | |||||||||
Derivative liability | $ 11,842 | 11,842 | ||||||||
Notes payable | $ 60,000 | 60,000 | ||||||||
Promissory Note [Member] | Antczak Polich Law LLC [Member] | ||||||||||
Loan amount paid | $ 10,000 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes payable | $ 135,000 | $ 60,000 |
Less Short-Term Notes Payable - Related Parties | (18,370) | (2,695,964) |
Total Long-Term Notes Payable - Related Parties | $ 75,000 | 0 |
Clavo Rico, Inc. [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 0 | 3,377,980 |
Claymore Management [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 0 | 185,000 |
Cluff Rich PC 401 K [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 51,000 | 60,000 |
Debra D'ambrosio [Member] | ||
Related parties relationship description | Immediate Family Member | |
Notes payable | $ 440,988 | 446,210 |
Francis E. Rich IRA [Member] | ||
Related parties relationship description | Immediate Family Member | |
Notes payable | $ 100,000 | 100,000 |
Legends Capital [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 0 | 715,000 |
LW Briggs Irrevocable Trust [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 0 | 1,101,000 |
MDL Ventures LLC [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 0 | 1,794,754 |
Pine Valley Investments [Member] | ||
Related parties relationship description | Affiliate - Controlled by Director | |
Notes payable | $ 295,000 | 295,000 |
Related Party One[Member] | ||
Notes payable | 886,988 | 8,074,944 |
Less Short-Term Notes Payable - Related Parties | (18,370) | (2,695,964) |
Total Long-Term Notes Payable - Related Parties | $ 868,618 | $ 5,378,980 |
Notes Payable Related Parties (
Notes Payable Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 01, 2023 | Jul. 29, 2019 | May 20, 2019 | Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2023 | Jan. 31, 2023 | Jan. 12, 2023 | Jan. 01, 2023 | Jun. 29, 2022 | Apr. 05, 2019 | Oct. 01, 2014 | |
Accrued interest | $ 0 | |||||||||||||||||
Gain/loss on extinguishment of debt | $ 388 | $ (14,008) | $ 6,319,102 | $ (271,511) | ||||||||||||||
Investor [Member] | ||||||||||||||||||
Gain/loss on extinguishment of debt | $ 5,568,591 | $ 1,783,593 | ||||||||||||||||
Secured Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||||||||
Debt instrument, maturity date | May 20, 2022 | |||||||||||||||||
Gain/loss on extinguishment of debt | $ 40,350 | $ 531,194 | ||||||||||||||||
Cluff Rich PC 401 K [Member] | ||||||||||||||||||
Number of share issued, settlement | 5,142,857 | |||||||||||||||||
Debt conversion amount | $ 18,000 | |||||||||||||||||
Cluff Rich PC 401 K [Member] | Unsecured Short-term Promissory Note [Member] | ||||||||||||||||||
Debt instrument, maturity date | Mar. 01, 2025 | |||||||||||||||||
Debt instrument, interest rate, effective percentage | 5% | |||||||||||||||||
Gross balance note | 51,000 | 51,000 | 51,000 | |||||||||||||||
Unsecured debt, current | $ 60,000 | |||||||||||||||||
Loan amount paid | 9,000 | |||||||||||||||||
Debra D'ambrosio [Member] | ||||||||||||||||||
Number of share issued, settlement | 23,200,857 | |||||||||||||||||
Debt conversion amount | $ 81,204 | |||||||||||||||||
Accrued interest | $ 18,370 | |||||||||||||||||
Debra D'ambrosio [Member] | Unsecured Short-term Promissory Note [Member] | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5% | 3% | ||||||||||||||||
Unsecured debt, current | $ 18,370 | $ 6,408 | ||||||||||||||||
Debra D'ambrosio [Member] | One Unsecured Short Term Promissory Note [Member] | ||||||||||||||||||
Debt instrument, maturity date | Mar. 01, 2025 | |||||||||||||||||
Accrued interest | $ 81,204 | |||||||||||||||||
Gross balance note | 422,618 | 422,618 | 422,618 | |||||||||||||||
Debt instrument, periodic payment, principal | 30,000 | |||||||||||||||||
Debra D'ambrosio [Member] | Six Unsecured Short Term Promissory Note [Member] | ||||||||||||||||||
Accrued interest | 81,204 | |||||||||||||||||
Unsecured debt, current | 446,210 | |||||||||||||||||
Francis E. Rich IRA [Member] | ||||||||||||||||||
Number of share issued, settlement | 16,428,571 | |||||||||||||||||
Debt conversion amount | $ 57,500 | |||||||||||||||||
Gross balance note | 100,000 | 100,000 | 100,000 | |||||||||||||||
Francis E. Rich IRA [Member] | Two Unsecured Short Term Promissory Note [Member] | ||||||||||||||||||
Accrued interest | 47,500 | |||||||||||||||||
Unsecured debt, current | 100,000 | |||||||||||||||||
LW Briggs Irrevocable Trust [Member] | ||||||||||||||||||
Number of share issued, settlement | 314,571,429 | |||||||||||||||||
Debt conversion amount | $ 3,370,371 | |||||||||||||||||
Accrued interest | 2,269,371 | 0 | 0 | 0 | ||||||||||||||
Gross balance note | $ 0 | $ 0 | $ 0 | |||||||||||||||
LW Briggs Irrevocable Trust [Member] | Note Warrant [Member] | ||||||||||||||||||
Debt conversion amount | $ 1,101,000 | |||||||||||||||||
MDL Ventures LLC [Member] | ||||||||||||||||||
Debt instrument, interest rate, effective percentage | 18% | 18% | 18% | |||||||||||||||
Number of share issued, settlement | 485,402,857 | |||||||||||||||||
Debt conversion amount | $ 1,794,754 | |||||||||||||||||
Accrued interest | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Gross balance note | 0 | 0 | $ 0 | |||||||||||||||
MDL Ventures LLC [Member] | Unsecured Convertible Note Payable Agreement [Member] | ||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 | |||||||||||||||||
Debt instrument, interest rate, effective percentage | 0.18% | |||||||||||||||||
Gain/loss on extinguishment of debt | $ 1,487,158 | |||||||||||||||||
MDL Ventures LLC [Member] | Secured Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||||||||
Cash payment amount | $ 140,671 | |||||||||||||||||
GAIA Ltd and Silverbrook Corporation [Member] | ||||||||||||||||||
Outstanding principal, percentage | 100% | |||||||||||||||||
Debt instrument, interest rate, effective percentage | 18% | |||||||||||||||||
Legends Capital Group [Member] | ||||||||||||||||||
Number of share issued, settlement | 204,285,714 | |||||||||||||||||
Debt conversion amount | $ 2,204,695 | |||||||||||||||||
Accrued interest | 1,489,695 | 0 | 0 | 0 | ||||||||||||||
Gross balance note | 0 | 0 | 0 | |||||||||||||||
Legends Capital Group [Member] | Note Warrant One [Member] | ||||||||||||||||||
Debt conversion amount | $ 715,000 | |||||||||||||||||
Pine Valley Investment LLC [Member] | ||||||||||||||||||
Number of share issued, settlement | 32,928,571 | |||||||||||||||||
Debt conversion amount | 115,250 | |||||||||||||||||
Gross balance note | 295,000 | 295,000 | 295,000 | |||||||||||||||
Pine Valley Investment LLC [Member] | Three Unsecured Short Term Promissory Note [Member] | ||||||||||||||||||
Accrued interest | 115,250 | |||||||||||||||||
Unsecured debt, current | $ 295,000 | |||||||||||||||||
Clavo Rico Inc GAIA Ltd [Member] | ||||||||||||||||||
Number of share issued, settlement | 965,137,143 | |||||||||||||||||
Debt conversion amount | $ 3,377,980 | |||||||||||||||||
Accrued interest | 6,396,889 | 0 | 0 | 0 | ||||||||||||||
Gross balance note | 0 | 0 | 0 | |||||||||||||||
Claymore Management [Member] | ||||||||||||||||||
Debt conversion amount | $ 580,768 | |||||||||||||||||
Claymore Management [Member] | Note Warrant Two [Member] | ||||||||||||||||||
Number of share issued, settlement | 52,857,143 | |||||||||||||||||
Debt conversion amount | $ 185,000 | |||||||||||||||||
Accrued interest | $ 395,768 | 0 | 0 | 0 | ||||||||||||||
Gross balance note | $ 0 | $ 0 | $ 0 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Less Short-Term Convertible Notes Payable | $ (7,574) | $ (3,801,698) |
Scotia International [Member] | ||
Total Convertible Notes Payable | 0 | 395,041 |
180 Diagonal Lending LLC [Member] | ||
Total Convertible Notes Payable | 116,550 | 104,580 |
Convertible Notes Payable [Member] | ||
Total Convertible Notes Payable | 116,550 | 3,852,276 |
Less Unamortized Discount | (108,976) | (50,578) |
Total Convertible Notes Payable, Net of Unamortized Debt Discount | 7,574 | 3,801,698 |
Less Short-Term Convertible Notes Payable | (7,574) | (3,801,698) |
Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount | 0 | 0 |
Antczak Polich Law LLC [Member] | ||
Total Convertible Notes Payable | 0 | 279,123 |
Antilles Family Office LLC [Member] | ||
Total Convertible Notes Payable | $ 0 | $ 3,073,532 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 18, 2022 | Jul. 29, 2019 | May 20, 2019 | Jan. 10, 2019 | Aug. 01, 2018 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 12, 2023 | Apr. 12, 2023 | Jan. 18, 2023 | Jan. 12, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | May 21, 2019 | Dec. 01, 2018 | Oct. 18, 2018 | |
Debt instrument, face amount | $ 5,700,000 | ||||||||||||||||||||
Gain/loss on extinguishment of debt | $ 388 | $ (14,008) | $ 6,319,102 | $ (271,511) | |||||||||||||||||
Note issued | 5,700,000 | 0 | |||||||||||||||||||
Accrued interest | $ 0 | ||||||||||||||||||||
Amortization of debt discount | $ 50,578 | 330,481 | 826 | ||||||||||||||||||
Non convertible note | 7,574 | 7,574 | 7,574 | $ 3,801,698 | |||||||||||||||||
180 Diagonal Lending LLC [Member] | |||||||||||||||||||||
Debt instrument, face amount | 16,550 | 16,550 | 16,550 | $ 16,200 | |||||||||||||||||
Long-term debt, gross | 117,130 | 117,130 | 117,130 | $ 13,014 | |||||||||||||||||
Long-term debt | 116,550 | 116,550 | 116,550 | ||||||||||||||||||
Accrued interest | 12,820 | 12,820 | 12,820 | ||||||||||||||||||
Amortization of debt discount | 7,574 | ||||||||||||||||||||
180 Diagonal Lending LLC one [Member] | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 11% | 25% | |||||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | ||||||||||||||||||||
Antilles Family Office LLC [Member] | |||||||||||||||||||||
Gain/loss on extinguishment of debt | 1,200,000 | ||||||||||||||||||||
Accrued interest | 3,695,059 | 3,695,059 | 3,695,059 | $ 0 | |||||||||||||||||
Claim amount | 5,324,206 | 5,324,206 | 5,324,206 | ||||||||||||||||||
Remaining balance accrued interest | 1,873,532 | 1,873,532 | 1,873,532 | ||||||||||||||||||
Antilles Family Office LLC [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||
Exercise price of warrants | $ 0.40 | ||||||||||||||||||||
Antilles Family Office LLC [Member] | Convertible Promissory Note One [Member] | |||||||||||||||||||||
Exercise price of warrants | 0.50 | ||||||||||||||||||||
Antilles Family Office LLC [Member] | Convertible Promissory Note Three [Member] | |||||||||||||||||||||
Exercise price of warrants | $ 0.60 | ||||||||||||||||||||
Unsecured Convertible Promissory Note Two [Member] | 180 Diagonal Lending LLC [Member] | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | ||||||||||||||||||||
Long-term debt, gross | 0 | 0 | 0 | 11,620 | |||||||||||||||||
Accrued interest | 12,550 | $ 12,550 | $ 12,550 | $ 1,394 | |||||||||||||||||
Unsecured Convertible Promissory Note Two [Member] | Antczak Polich Law LLC [Member] | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | |||||||||||||||||||
Gain/loss on extinguishment of debt | $ 14,142 | ||||||||||||||||||||
Fixed conversion price | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||||||||||
Note issued | $ 130,000 | ||||||||||||||||||||
Accrued interest | $ 0 | $ 0 | 0 | ||||||||||||||||||
Note balance gross | 0 | 0 | 0 | ||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | 180 Diagonal Lending LLC [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 116,200 | ||||||||||||||||||||
Debt instrument, maturity date | Oct. 18, 2023 | ||||||||||||||||||||
Long-term debt, gross | 104,580 | 104,580 | 104,580 | ||||||||||||||||||
Accrued interest | 0 | 0 | 0 | ||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Antilles Family Office LLC [Member] | |||||||||||||||||||||
Long-term debt, gross | 0 | 0 | 0 | ||||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | Antczak Polich Law LLC [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 300,000 | $ 130,000 | |||||||||||||||||||
Debt instrument, maturity date | Aug. 01, 2019 | ||||||||||||||||||||
Gain/loss on extinguishment of debt | 314,692 | ||||||||||||||||||||
Accrued interest | 0 | 0 | 0 | ||||||||||||||||||
Legal fees | $ 300,000 | ||||||||||||||||||||
Converted instrument, shares issued price per shares | $ 0.75 | ||||||||||||||||||||
Non convertible note balance | 75,000 | ||||||||||||||||||||
Note balance gross | 75,000 | 75,000 | 75,000 | ||||||||||||||||||
Unsecured Convertible Promissory Note [Member] | Scotia International of Nevada Inc [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | ||||||||||||||||||||
Debt instrument, maturity date | Jan. 10, 2022 | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 6% | ||||||||||||||||||||
Non convertible note | $ 75,000 | ||||||||||||||||||||
Description on conversion price | The Note is convertible into common stock, at holder’s option, at $0.50 per share as long as the Company’s common stock’s bid price is less than $0.75 per share. If the bid price is more than $0.75 per share, then Scotia may elect to convert at the average bid price of the common stock during the 10-trading day period prior to conversion | ||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||
Gain/loss on extinguishment of debt | 5,568,591 | $ 1,783,593 | |||||||||||||||||||
Investor [Member] | Scotia International of Nevada Inc [Member] | |||||||||||||||||||||
Long-term debt, gross | 0 | $ 0 | 0 | ||||||||||||||||||
Gain/loss on extinguishment of debt | $ 421,289 | $ 0 | |||||||||||||||||||
Investor [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 4,250,000 | ||||||||||||||||||||
Conversion of debt, investor converted | $ 36,300 | ||||||||||||||||||||
Principal balance common stock | 17,833,942 | ||||||||||||||||||||
Description related to quarterly redemption | quarterly redemptions of the May 20, 2019 Note through 2022. Specifically, the Company agreed to pay $900,000 during 2020, $2,400,000 during 2021 and $500,000 delivered during each quarter of 2022 until the Note is converted or redeemed in full. During the year ended December 31, 2021, the investor converted $231,724 of the principal balance into 83,753,430 shares of common stock | ||||||||||||||||||||
Debt instrument, maturity date | May 20, 2022 | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 20% | ||||||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | $ 3,000,000 | |||||||||||||||||||
Gain/loss on extinguishment of debt | $ 40,350 | $ 531,194 | |||||||||||||||||||
Converted instrument, shares issued price per shares | $ 0.11 | ||||||||||||||||||||
Description on conversion price | The Note is convertible into common stock, at holder’s option, at 100% of market price less $0.01 per share | ||||||||||||||||||||
Number of securities called by each warrant or right | 9,250,000 | ||||||||||||||||||||
Warrants term | three-year life | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 1,788,038 | ||||||||||||||||||||
Fair value adjustment of warrants | $ 1,211,962 | ||||||||||||||||||||
Early payoff penalty | 140% | ||||||||||||||||||||
Converted instrument, shares issued, value | $ 265,000 | ||||||||||||||||||||
Cash payment of note | $ 500,000 | $ 2,400,000 | |||||||||||||||||||
Converted instrument, shares issued | 2,986,597 | ||||||||||||||||||||
Investor [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||||||||||||
Converted instrument, shares issued price per shares | $ 0.01 |
Stockholders Deficit (Details)
Stockholders Deficit (Details) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Warrants, Beginning Balance | 200,000 | 9,550,000 |
Weighted Average Exercise Price, Beginning Balance | $ 0.75 | $ 0.49 |
Number of Warrants, Forfeited | (100,000) | (9,350,000) |
Weighted Average Exercise Price, Forfeited | $ 0.75 | $ 0.49 |
Number of Warrants, Ending Balance | 100,000 | 200,000 |
Weighted Average Exercise Price, Ending Balance | $ 0.75 | $ 0.75 |
Stockholders Deficit (Details 1
Stockholders Deficit (Details 1) - Warrants [Member] - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding Warrants, Range of Exercise Price | $ 0.75 | ||
Number of Warrants, Beginning Balance | 100,000 | 200,000 | 9,550,000 |
Weighted Average Remaining Contractual Life | 25 days | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 0.75 | ||
Number of Warrants Exercisable | 100,000 | ||
Warrants Exercisable, Weighted Average Exercise Price | $ 0.75 |
Stockholders Deficit (Details N
Stockholders Deficit (Details Narrative) - USD ($) | 1 Months Ended | ||||
Feb. 17, 2023 | Feb. 01, 2023 | Jan. 02, 2023 | Sep. 22, 2023 | Jan. 01, 2023 | |
Legends Capital Group [Member] | |||||
Number of shaes issued, restricted stock | 204,285,714 | ||||
Debt conversion amount | $ 2,204,695 | ||||
LW Briggs Irrevocable Trust [Member] | |||||
Number of shaes issued, restricted stock | 314,571,429 | ||||
Debt conversion amount | $ 3,370,371 | ||||
Claymore Management [Member] | |||||
Number of shaes issued, restricted stock | 52,857,143 | ||||
Debt conversion amount | $ 580,768 | ||||
Clavo Rico Inc [Member] | |||||
Number of shaes issued, restricted stock | 965,137,143 | ||||
Debt conversion amount | $ 9,774,869 | ||||
Pine Valley Investments [Member] | |||||
Number of shaes issued, restricted stock | 32,928,571 | ||||
Debt conversion amount | $ 115,250 | ||||
Cluff Rich PC 401 K [Member] | |||||
Number of shaes issued, restricted stock | 5,142,857 | ||||
Debt conversion amount | $ 18,000 | ||||
Debra D'ambrosio [Member] | |||||
Number of shaes issued, restricted stock | 23,200,857 | ||||
Debt conversion amount | $ 81,204 | ||||
Trent D' Ambrosio [Member] | |||||
Number of shaes issued, restricted stock | 485,402,857 | ||||
Debt conversion amount | $ 1,794,754 | ||||
Kay Briggs [Member] | |||||
Number of shaes issued, restricted stock | 17,142,857 | ||||
Debt conversion amount | $ 60,000 | ||||
Whit Cluff [Member] | |||||
Issued shares per share price | $ 0.0014 | ||||
Stock based compensation expense | $ 60,000 | ||||
Number of shaes issued, restricted stock | 42,857,143 | ||||
Rod Sperry [Member] | |||||
Issued shares per share price | $ 0.0014 | ||||
Stock based compensation expense | $ 4,000 | ||||
Number of shaes issued, restricted stock | 2,857,143 | ||||
Brunson Chandler And Jones P LLC [Member] | |||||
Issued shares per share price | $ 0.0014 | ||||
Stock based compensation expense | $ 4,000 | ||||
Number of shaes issued, restricted stock | 2,857,143 | ||||
Kyle Pickard [Member] | |||||
Issued shares per share price | $ 0.0014 | ||||
Stock based compensation expense | $ 20,000 | ||||
Number of shaes issued, restricted stock | 14,285,714 | ||||
William McCluskey [Member] | |||||
Issued shares per share price | $ 0.001 | ||||
Stock based compensation expense | $ 157,143 | ||||
Number of shaes issued, restricted stock | 157,142,857 | ||||
Justin Wilson [Member] | |||||
Number of shaes issued, restricted stock | 28,571,429 | ||||
Issued shares per share price | $ 0.0006 | ||||
Stock based compensation expense | $ 17,143 | ||||
Sean Wilson [Member] | |||||
Number of shaes issued, restricted stock | 28,571,429 | ||||
Issued shares per share price | $ 0.0006 | ||||
Stock based compensation expense | $ 17,143 | ||||
Fran Rich [Member] | |||||
Number of shaes issued, restricted stock | 16,428,571 | ||||
Debt conversion amount | $ 57,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | ||||
Apr. 01, 2019 | Oct. 31, 2017 | Feb. 28, 2014 | Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred salaries | $ 711,787 | $ 732,346 | |||
Trent D' Ambrosio [Member] | Employment Agreement [Member] | |||||
Compensation amount | $ 300,000 | ||||
Accounts Payable and Accrued Liabilities [Member] | |||||
Deferred salaries | 686,788 | ||||
Stockholder/Director [Member] | |||||
Payment of consulting fees per month | $ 25,000 | $ 18,000 | |||
Related Party By related party [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||
Due to related parties | 141,019 | ||||
Debra D'ambrosio [Member] | Notes Payable [Member] | |||||
Due from related parties | 26,028 | ||||
Due to related parties | $ 39,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | |||
Jan. 18, 2023 USD ($) | Oct. 15, 2020 USD ($) | Sep. 22, 2023 USD ($) | Dec. 20, 2022 HNL (L) | |
Commitments and Contingencies | ||||
Consulting fees | $ 200,000 | |||
Debt conversion amount | $ 1,200,000 | $ 120,000 | ||
Tax obligations | L | L 924,563,700 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS | $ 0 | $ 300,132 |
Other assets | 0 | 822,934 |
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 3,305,227 |
TOTAL NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 767,673 |
Discontinued Operations, Disposed of by Sale [Member] | ||
Cash and cash equivalents | 0 | 2,576 |
Accounts receivable | 0 | 10,752 |
Inventories | 0 | 277,106 |
Prepaid expenses and other current assets | 0 | 9,698 |
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS | 0 | 300,132 |
Property, plant and equipment, net | 0 | 680,643 |
Other assets | 0 | 142,291 |
TOTAL NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS | 0 | 822,934 |
Accounts payable and accrued liabilities | 0 | 2,504,735 |
Finance lease liabilities - current portion | 0 | 139,029 |
Note payable | 0 | 272,418 |
Taxes payable | 0 | 389,045 |
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS | 0 | 3,305,227 |
Finance lease liabilities, net of current portion | 0 | 23,851 |
Mine reclamation obligation | 0 | 743,822 |
TOTAL NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS | $ 0 | $ 767,673 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
NET LOSS OF DISCONTINUED OPERATIONS | $ 497,581 | $ 388,794 | ||
Discontinued Operations, Disposed of by Sale [Member] | ||||
Precious Metals Income | $ 0 | $ 0 | 0 | 1,365,387 |
Cost of goods sold | 0 | 173,917 | 315,152 | 1,413,495 |
Gross profit (loss) | 0 | (173,917) | (315,152) | (48,108) |
General and administrative | 0 | 67,552 | 181,519 | 255,948 |
Depreciation and amortization | 0 | 934 | 212 | 3,227 |
OPERATING EXPENSES OF DISCONTINUED OPERATIONS | 0 | 68,486 | 181,731 | 259,175 |
OPERATING LOSS OF DISCONTINUED OPERATIONS | 0 | (242,403) | (496,883) | (307,283) |
Other (income) expense | 0 | 662 | 0 | 8,329 |
Interest expense | 0 | 7,703 | 698 | 7,703 |
OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS | 0 | 7,081 | 698 | (626) |
LOSS BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS | 0 | (249,444) | (497,581) | (306,657) |
Provision for income taxes of discontinued operations | 0 | 54,723 | 0 | 82,137 |
NET LOSS OF DISCONTINUED OPERATIONS | $ 0 | $ (304,167) | $ (497,581) | $ (388,794) |
Discontinued Operations (Deta_3
Discontinued Operations (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Net loss | $ 0 | $ 304,167 | $ (6,657,072) | $ 388,794 | |
Depreciation expense | 542 | 542 | |||
Accounts payable and accrued liabilities - related parties | (1,278,250) | 464,901 | |||
Prepaid expenses and other current assets | (2,717) | (6,623) | |||
Accounts payable and accrued liabilities | (33,558) | 1,106,032 | |||
Net cash provided by (used in) investing activities of discontinued operations | (652) | (49,777) | |||
Net cash used in financing activities of discontinued operations | 0 | $ (76,943) | |||
Discontinued Operations, Disposed of by Sale [Member] | |||||
Net loss | (497,581) | $ (388,794) | |||
Depreciation expense | 4,259 | 45,902 | |||
Trade receivables | (91) | 8,223 | |||
Accounts payable and accrued liabilities - related parties | 834,659 | 599,981 | |||
Inventories | (12,981) | (285,978) | |||
Prepaid expenses and other current assets | (34,670) | (58,433) | |||
Accounts payable and accrued liabilities | (294,243) | 772,905 | |||
Net cash provided by operating activities of discontinued operations | (466) | 677,360 | |||
Purchase of property, plant and equipment | (652) | (49,777) | |||
Net cash provided by (used in) investing activities of discontinued operations | (652) | (44,167) | |||
Payments on finance leases | 0 | (76,943) | |||
Net cash used in financing activities of discontinued operations | $ 0 | $ (76,943) |