Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GRAPHITE CORP | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001420239 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 28,700,000 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $520 | $184,989 |
Prepaid expenses | 2,283 | 5,363 |
Total Current Assets | 2,803 | 190,352 |
TOTAL ASSETS | 2,803 | 190,352 |
CURRENT LIABILITIES | ' | ' |
Accounts payable-related party | 54,818 | 5,924 |
Related party payable | 14,776 | 14,776 |
Loan payable | 30,000 | 0 |
Total Current Liabilities | 99,594 | 20,700 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Common stock: $0.0001 par value, 300,000,000 shares authorized, 28,700,000 issued and outstanding as of September 30, 2013 and December 31,2012 respectively. | 2,870 | 2,870 |
Additional paid-in capital | 2,323,508 | 2,251,087 |
Deficit accumulated during the exploration stage | -2,423,169 | -2,084,305 |
Total Stockholders' Equity (Deficit) | -96,791 | 169,652 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | $2,803 | $190,352 |
Balance_Sheets_Parentheticals
Balance Sheets Parentheticals (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Parentheticals | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 28,700,000 | 28,700,000 |
Common Stock, shares outstanding | 28,700,000 | 28,700,000 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 74 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Revenue: | ' | ' | ' | ' | ' |
REVENUES | $0 | $0 | $0 | $0 | $0 |
EXPENSES | ' | ' | ' | ' | ' |
Mineral claims and exploration | 18,072 | 31,172 | 125,112 | 32,373 | 251,623 |
Mineral Claim Impairment | 0 | 0 | 0 | 0 | 375,831 |
Professional fees | 7,585 | 0 | 45,875 | 0 | 135,466 |
Consulting | 18,000 | 0 | 27,000 | 0 | 129,125 |
General and administrative | 34,600 | 112,173 | 140,877 | 195,023 | 1,526,456 |
Total Expenses | 78,317 | 143,345 | 338,864 | 227,396 | 2,418,501 |
LOSS FROM OPERATIONS | -78,317 | -143,345 | -338,864 | -227,396 | -2,418,501 |
Debt settlement | 0 | 0 | 0 | 0 | -4,668 |
Income tax expense | 0 | 0 | 0 | 0 | 0 |
NET LOSS | ($78,317) | ($143,345) | ($338,864) | ($227,396) | ($2,423,169) |
BASIC AND DILUTED LOSS PER SHARE | $0 | ($0.01) | ($0.01) | ($0.01) | $0 |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | 28,700,000 | 16,956,204 | 28,700,000 | 19,685,401 | 0 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 74 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($338,864) | ($227,396) | ($2,423,169) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' | ' |
Stock based compensation | 72,421 | 0 | 1,292,992 |
Impairment of mining options | 0 | 0 | 350,000 |
Imputed interest on shareholder loan | 0 | 9,204 | 3,386 |
Changes in operating assets and liabilities | ' | ' | ' |
(Decrease) increase in prepaid expenses | 3,080 | -4,725 | -2,283 |
Increase (decrease) in accounts payable | 48,894 | 7,711 | 54,818 |
Net Cash Used in Operating Activities | -214,469 | -215,206 | -724,256 |
INVESTING ACTIVITIES | ' | ' | ' |
Website | 0 | -20,000 | 0 |
Cash paid for mining option | 0 | -153,500 | -150,000 |
Net Cash Provided by Investing Activities | 0 | -173,500 | -150,000 |
FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from loan | 30,000 | 0 | 30,000 |
Proceeds from related party loans | 0 | 3,500 | 69,276 |
Repayments on related party loans | 0 | -54,500 | -54,500 |
Common stock issued for cash | 0 | 750,000 | 830,000 |
Net Cash Provided by Financing Activities | 15,000 | 500,037 | 859,776 |
NET INCREASE (DECREASE) IN CASH | -184,469 | 310,294 | 520 |
CASH AT BEGINNING OF PERIOD | 184,989 | 70 | 0 |
CASH AT END OF PERIOD | 520 | 310,364 | 520 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: | ' | ' | ' |
Interest | 0 | 0 | 0 |
Income Taxes | 0 | 0 | 0 |
NONCASH FINANCING ACTIVITIES | ' | ' | ' |
Stock issued for mineral option | $0 | $0 | $200,000 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2013 | |
NATURE OF OPERATIONS | ' |
NATURE OF OPERATIONS | ' |
NOTE 1 – NATURE OF OPERATIONS | |
Graphite Corp. (formerly First Resources Corp.) (the “Company”) was organized on August 3, 2007, under the laws of the State of Nevada to engage in any lawful activity. The Company intends engage in the exploration of certain mineral interests in the states of Alabama and Montana. The Company is in the exploration stage. | |
On August 19, 2010, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State. As a result of the Amendment the Registrant, among other things, has: (i) changed its name to “First Resources Corp.;” and, (ii) increased the aggregate number of authorized shares to 310,000,000 shares, consisting of 300,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share. | |
On June 22, 2012, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State. As a result of the Amendment the Registrant has changed its name to “Graphite Corp.” | |
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end. |
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2013 | |
GOING CONCERN | ' |
GOING CONCERN | ' |
NOTE 2 - GOING CONCERN | |
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
SIGNIFICANT ACCOUNTING POLICIES | ' | |||||
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES | ||||||
Basis of Presentation | ||||||
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. | ||||||
Use of Estimates | ||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||
Cash and Cash Equivalents | ||||||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2013 and December 31, 2012, the Company had no cash equivalents. | ||||||
Mineral Properties | ||||||
Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. | ||||||
Stock-based Compensation | ||||||
The Company accounts for stock-based compensation issued to employees based on ASC Topic “Share Based Payment” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. | ||||||
The Topic does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. | ||||||
It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It further requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the Topic includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. | ||||||
As at September 30, 2013, the Company had not adopted a stock option plan. For the period ended September 30, 2013, stock option expense of $72,421 was recorded for the 250,000 options granted on December 10, 2012 (see note 6). For September 30, 2012 there were no stock options or related expense. | ||||||
Basic and Diluted Net Loss Per Share | ||||||
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||||||
Income Taxes | ||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||||||
Comprehensive Loss | ||||||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2013 and December 31, 2012, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||||||
Financial Instruments | ||||||
The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. | ||||||
· Level 1. Observable inputs such as quoted prices in active markets; | ||||||
· Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||||||
· Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||
The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature. | ||||||
The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2013 and December 31, 2012: | ||||||
Description | Level 1 | Level 2 | Level 3 | Total Realized Loss | ||
Sept. 30, 2013 | None | $ - | $ - | $ - | $ - | |
Dec. 31, 2012 | None | $ - | $ - | $ - | $ - | |
Recently issued accounting pronouncements | ||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | ||||||
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | ||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | ||||||
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. | ||||||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | ||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations. | ||||||
RELATED_PARTY_PAYABLES
RELATED PARTY PAYABLES | 9 Months Ended |
Sep. 30, 2013 | |
RELATED PARTY PAYABLES | ' |
RELATED PARTY PAYABLES | ' |
NOTE 4 – RELATED PARTY PAYABLES | |
As of September 30, 2013 and December 31, 2012, the Company has received cash advances from a shareholder or related party of $14,776 and $14,776. The advances are non interest bearing, unsecured and due upon demand. |
MINERAL_PROPERTY
MINERAL PROPERTY | 9 Months Ended | |||
Sep. 30, 2013 | ||||
MINERAL PROPERTY | ' | |||
MINERAL PROPERTY | ' | |||
NOTE 5 – MINERAL PROPERTY | ||||
On June 1, 2012, the Company entered into that certain Property Option Agreement (the "Option Agreement") with Mr. Stanley Smith ("Mr. Smith"). Pursuant to the terms and conditions of the Option Agreement, Mr. Smith shall grant the Company the right and option (the “Option”) to acquire one hundred percent (100%) of the mining interests in that certain Property known as the Carr Leases and the Cahaba Forest Management Leases (the “Carr Cahaba Property”) which is comprised of a total of 3,759.6 acres (Cahaba 2967.9 acres and Carr 791.7 acres) and is located in Clay County, Alabama. In order to exercise the Option, the Company shall be required to: (i) pay an initial cash payment of one hundred fifty thousand dollars ($150,000) to Mr. Smith; (ii) issue an aggregate of three million (3,000,000) shares of the Company’s common stock to Mr. Smith; (iii) pay an additional aggregate payment of one hundred fifty thousand dollars ($150,000) over a three (3) year period; and (iv) pay a production royalty (the “Royalty”) to Mr. Smith equal to two percent (2%) of the net smelter returns, per the terms and conditions of the Option Agreement. The Option Agreement also provides that the Company shall have a one-time right to purchase fifty percent (50%) of the Royalty in the Carr Cahaba Property for five hundred thousand dollars ($500,000). Pursuant to the Option Agreement, Mr. Smith has agreed to enter into an eighteen (18) month voluntary lock up agreement for the initial one million (1,000,000) shares he will receive upon execution of the Option Agreement. | ||||
In order to exercise its option, the Company must: | ||||
Due Date | Consideration | |||
1-Jun-12 | $150,000 | (paid) | ||
1-Jun-12 | 1,000,000 | shares | (paid) | |
1-Jun-13 | $50,000 | |||
1-Jun-13 | 500,000 | shares | ||
1-Jun-14 | $50,000 | |||
1-Jun-14 | 500,000 | shares | ||
1-Jun-15 | $50,000 | |||
1-Jun-15 | 1,000,000 | shares | ||
Due to a lack of certainty surrounding estimated future production, no reserves established, no future cash flows or salvage value could be establshed, we have impaired all of the carrying value of the acquisitions of the Carr and Cahaba Forest Management Leases. This represents an impairment allowance of $350,000. | ||||
The Company has not met it’s obligation for June 1, 2013 due to a dispute with respect to the underlying title of the mineral interest. As such, the option is currently being examined further. The Company has not accrued the June 1, 2013 payment as there is significant doubt as to whether this payment will be made. | ||||
LOAN_PAYABLE
LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2013 | |
LOAN PAYABLE: | ' |
LOAN PAYABLE | ' |
NOTE 6 – LOANS PAYABLE | |
The Company received a loan of $15,000 on June 27, 2013 that bears interest at 8% per annum and is due on June 27, 2014. Interest expense of $309 was recorded for this loan. | |
The Company received a loan of $15,000 on August 22, 2013 that bears interest at 8% per annum and is due on August 22, 2014. Interest expense of $131 was recorded for this loan. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
STOCKHOLDERS EQUITY | ' | ||||||||
STOCKHOLDERS EQUITY | ' | ||||||||
NOTE 7 – STOCKHOLDERS’ EQUITY | |||||||||
During the year ended December 31, 2007, the Company issued 1,500,000 shares of its par value $0.0001 common stock for cash at $0.01 per share. | |||||||||
During the year ended December 31, 2008, the Company issued 1,000,000 shares of its par value $0.0001 common stock for cash at $0.04 per share. | |||||||||
During the year ended December 31, 2010, the Company issued to the President of the Company, 10,000,000 shares of its par value $0.0001 common stock for cash at $0.0025 per share. Stock based compensation in the amount of $875,000 was recorded because the Company issued the stock to a related party. The stock based compensation on the issuance to a related party was based on the quoted trading value of the shares on the date of issuance being $0.09 per share. | |||||||||
During the year ended December 31, 2010, the Company issued 200,000 shares of its par value $0.0001 common stock for services valued at $340,000 based on the closing trading value of the shares on the date of issuance being $1.70 per share. | |||||||||
During the year ended December 31, 2012, the Company issued 10,000,000 shares of its par value $0.0001 common stock for cash at $0.05 per share. | |||||||||
During the year ended December 31, 2012, the Company issued 5,000,000 units of its par value $0.0001 common stock for cash at $0.05 per share. Each unit consisted of one common share and one warrant granting the holder the right to purchase an additional share for $0.10. The relative fair value, using the Black Scholes Model, of these warrants is $214,445 assuming a discount rate of 0.23% and volatility of 214%. | |||||||||
During the year ended December 31, 2012, the Company issued 1,000,000 shares as consideration for its mineral property valued at $200,000 based on the closing trading value of the shares on the date of issuance being $0.20 per share. (See Note 5). | |||||||||
Stock Based Compensation | |||||||||
On December 10, 2012, the Company granted 250,000 options at an exercise price of $0.70 to consultants in exchange for various professional services. 62,500 options vest every six months from the date of grant. The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Assumptions used to determine the fair value of the stock based compensation is as follows: | |||||||||
Risk free interest rate | 0.24% | ||||||||
Expected dividend yield | 0% | ||||||||
Expected stock price volatility | 491% | ||||||||
Expected life of options | 2 years | ||||||||
Exercise price | Total | Weighted | Total | Options | |||||
Options | Average | Weighted | Exercisable | ||||||
Outstanding | Remaining Life | Average | |||||||
(Years) | Exercise Price | ||||||||
$0.70 | 250,000 | 2.69 | $0.70 | - | |||||
The Company recorded $72,421 (2012: $Nil) in stock option compensation expense, in relation to these options, during the period ended September 30, 2013. No stock option compensation expense was recorded in the nine months ended September 30, 2012. | |||||||||
INCOME_TAXES
INCOME TAXES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
INCOME TAXES | ' | ||||
INCOME TAXES | ' | ||||
NOTE 8 - INCOME TAXES | |||||
The Company has a net operating loss carried forward of $780,177 available to offset taxable income in future years which commence expiring in fiscal 2027. | |||||
The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: | |||||
Nine Months | Nine Months | ||||
Ended | Ended | ||||
September 30, | September 30, | ||||
2013 | 2012 | ||||
$ | $ | ||||
Income tax recovery at statutory rate | 90,590 | 77,315 | |||
Valuation allowance change | -90,590 | -77,315 | |||
Provision for income taxes | – | – | |||
The significant components of deferred income tax assets and liabilities at September 30, 2013 and December 31, 2012 are as follows: | |||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
$ | $ | ||||
Net operating loss carried forward | 265,260 | 174,670 | |||
Valuation allowance | -265,260 | -174,670 | |||
Net deferred income tax asset | – | – |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9 – SUBSEQUENT EVENT | |
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed. | |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
ACCOUNTING POLICIES | ' | |||||
Basis of Presentation | ' | |||||
Basis of Presentation | ||||||
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. | ||||||
Use of Estimates | ' | |||||
Use of Estimates | ||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||
Cash and Cash Equivalents | ' | |||||
Cash and Cash Equivalents | ||||||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2013 and December 31, 2012, the Company had no cash equivalents. | ||||||
Mineral Properties Policy | ' | |||||
Mineral Properties | ||||||
Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. | ||||||
Stock-based Compensation | ' | |||||
Stock-based Compensation | ||||||
The Company accounts for stock-based compensation issued to employees based on ASC Topic “Share Based Payment” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. | ||||||
The Topic does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. | ||||||
It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It further requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the Topic includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. | ||||||
As at September 30, 2013, the Company had not adopted a stock option plan. For the period ended September 30, 2013, stock option expense of $72,421 was recorded for the 250,000 options granted on December 10, 2012 (see note 6). For September 30, 2012 there were no stock options or related expense. | ||||||
Basic and Diluted Net Loss Per Share | ' | |||||
Basic and Diluted Net Loss Per Share | ||||||
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. | ||||||
Income Taxes | ' | |||||
Income Taxes | ||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||||||
Comprehensive Loss | ' | |||||
Comprehensive Loss | ||||||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2013 and December 31, 2012, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||||||
Financial Instruments | ' | |||||
Financial Instruments | ||||||
The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. | ||||||
· Level 1. Observable inputs such as quoted prices in active markets; | ||||||
· Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||||||
· Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||
The Company’s financial instruments are cash, accounts receivable, and accounts payable. The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature. | ||||||
The following table presents assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2013 and December 31, 2012: | ||||||
Description | Level 1 | Level 2 | Level 3 | Total Realized Loss | ||
Sept. 30, 2013 | None | $ - | $ - | $ - | $ - | |
Dec. 31, 2012 | None | $ - | $ - | $ - | $ - | |
Recently issued accounting pronouncements | ' | |||||
Recently issued accounting pronouncements | ||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | ||||||
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||||||
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | ||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | ||||||
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. | ||||||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | ||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations. |
Fair_Value_Assets_Measured_On_
Fair Value Assets Measured On A Recurring Basis (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Fair Value Assets Measured On A Recurring Basis | ' | |||||
Fair Value Assets Measured On A Recurring Basis | ' | |||||
Description | Level 1 | Level 2 | Level 3 | Total Realized Loss | ||
Sept. 30, 2013 | None | $ - | $ - | $ - | $ - | |
Dec. 31, 2012 | None | $ - | $ - | $ - | $ - |
Mineral_Property_As_Follows_Ta
Mineral Property As Follows (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Mineral Property As Follows | ' | |||
Mineral Property As Follows | ' | |||
Due Date | Consideration | |||
1-Jun-12 | $150,000 | (paid) | ||
1-Jun-12 | 1,000,000 | shares | (paid) | |
1-Jun-13 | $50,000 | |||
1-Jun-13 | 500,000 | shares | ||
1-Jun-14 | $50,000 | |||
1-Jun-14 | 500,000 | shares | ||
1-Jun-15 | $50,000 | |||
1-Jun-15 | 1,000,000 | shares | ||
Compensation_Related_Costs_Sha
Compensation Related Costs, Share Based Payments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Compensation Related Costs, Share Based Payments | ' | ||||||||
Stock Based Compensation | ' | ||||||||
Risk free interest rate | 0.24% | ||||||||
Expected dividend yield | 0% | ||||||||
Expected stock price volatility | 491% | ||||||||
Expected life of options | 2 years | ||||||||
Exercise price | Total | Weighted | Total | Options | |||||
Options | Average | Weighted | Exercisable | ||||||
Outstanding | Remaining Life | Average | |||||||
(Years) | Exercise Price | ||||||||
$0.70 | 250,000 | 2.69 | $0.70 | - | |||||
Components_Of_Income_Tax_Expen
Components Of Income Tax Expense Benefit (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Components Of Income Tax Expense Benefit | ' | ||||
Reconciliation provision for income taxes | ' | ||||
Nine Months | Nine Months | ||||
Ended | Ended | ||||
September 30, | September 30, | ||||
2013 | 2012 | ||||
$ | $ | ||||
Income tax recovery at statutory rate | 90,590 | 77,315 | |||
Valuation allowance change | -90,590 | -77,315 | |||
Provision for income taxes | – | – | |||
Components of deferred income tax assets and liabilities | ' | ||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
$ | $ | ||||
Net operating loss carried forward | 265,260 | 174,670 | |||
Valuation allowance | -265,260 | -174,670 | |||
Net deferred income tax asset | – | – |
NATURE_OF_OPERATIONS_AS_FOLLOW
NATURE OF OPERATIONS AS FOLLOWS (Details) (USD $) | Aug. 19, 2010 |
NATURE OF OPERATIONS AS FOLLOWS: | ' |
Increased the aggregate number of authorized shares | 310,000,000 |
Shares of Common Stock | 300,000,000 |
Shares of Common Stock Par Value Per Share | $0.00 |
Shares of preferred stock | 10,000,000 |
Shares of preferred stock par value per share | $0.00 |
Stock_option_details_Details
Stock option details (Details) (USD $) | Sep. 30, 2013 | Dec. 10, 2012 |
Stock option details | ' | ' |
Options granted | 0 | 250,000 |
Stock option expenses | $72,421 | $0 |
Financial_Instruments_Details
Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Fair value measures | ' | ' |
Level1 | $0 | $0 |
Level 2 | 0 | 0 |
Level 3 | $0 | $0 |
RELATED_PARTY_PAYABLES_TRANSAC
RELATED PARTY PAYABLES TRANSACTIONS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
RELATED PARTY PAYABLES TRANSACTIONS: | ' | ' |
Received cash advances from a shareholder or related party | $14,776 | $14,776 |
MINERAL_PROPERTY_Details
MINERAL PROPERTY (Details) (USD $) | Jun. 01, 2015 | Jun. 01, 2014 | Jun. 01, 2013 | Jun. 01, 2012 |
MINERAL PROPERTY CONSISTS OF THE FOLLOWING: | ' | ' | ' | ' |
Amount that has to be paid as per the schedule | $50,000 | $50,000 | $50,000 | $150,000 |
Number of shares to be issued as per schedule | 1,000,000 | 500,000 | 500,000 | 1,000,000 |
Right and option to acquire mining interests | ' | ' | ' | 100.00% |
Carr Cahaba Property comprised of a total acres | ' | ' | ' | 3,759.60 |
Pay an initial cash payment to to Mr. Smith exercise the option | ' | ' | ' | 150,000 |
Issue an aggregate shares of common stock to Mr. Smith | ' | ' | ' | 3,000,000 |
Pay an additional aggregate payment | ' | ' | ' | 150,000 |
Pay a production royalty to Mr. Smith | ' | ' | ' | 2.00% |
Agreement provides right to purchase of the royalty in the Carr Cahaba Property | ' | ' | ' | 50.00% |
Agreement provides right to purchase of the royalty in the Carr Cahaba Property value | ' | ' | ' | 500,000 |
Option Agreement, Mr. Smith agreed to enter into voluntary lock up agreement shares | ' | ' | ' | 1,000,000 |
impairment allowance | ' | ' | $350,000 | ' |
Loans_Payable_Details
Loans Payable (Details) (USD $) | Aug. 22, 2013 | Jun. 27, 2013 |
loans Payable details | ' | ' |
Company received loan | $15,000 | $15,000 |
Interest | 0.08 | 0.08 |
Interest expense | $131 | $309 |
CAPITAL_STOCK_TRANSACTIONS_Det
CAPITAL STOCK TRANSACTIONS (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 31, 2007 |
CAPITAL STOCK TRANSACTIONS: | ' | ' | ' | ' |
Issued shares of common stock.. | 10,000,000 | 200,000 | 1,000,000 | 1,500,000 |
Issued shares of common stock par value., | $0.00 | $0.00 | $0.00 | $0.00 |
Issued shares of common stock for services valued | ' | $340,000 | ' | ' |
Issued shares of common stock for cash at per share | $0.05 | $1.70 | $0.04 | $0.01 |
Issued to the President shares | ' | 10,000,000 | ' | ' |
Issued to the President shares par value | ' | $0.00 | ' | ' |
Stock based compensation in the amount was recorded because the Company issued the stock to a related party. | ' | 875,000 | ' | ' |
Issued to the President common stock for cash at per share | ' | $0.00 | ' | ' |
issuance to a related party per share | ' | $0.09 | ' | ' |
Shares as consideration for its mineral property | 1,000,000 | ' | ' | ' |
Issued units | 5,000,000 | ' | ' | ' |
Issued units par value | $0.00 | ' | ' | ' |
Common stock for cash per share issued | $0.05 | ' | ' | ' |
Common share and one warrant granting Right to purchase an additional share | $0.10 | ' | ' | ' |
Fair value, using the Black Scholes Model, of warrants | 214,445 | ' | ' | ' |
Assuming a discount rate | 23.00% | ' | ' | ' |
Volatility rate | 214.00% | ' | ' | ' |
Consider shares for mineral property value | $200,000 | ' | ' | ' |
issuance being per share | $0.20 | ' | ' | ' |
Stock_Based_Compensation_Detai
Stock Based Compensation (Details) (USD $) | Sep. 30, 2013 | Dec. 10, 2012 |
Black-Scholes option valuation assumptions | ' | ' |
Risk free interest rate | ' | 0.24% |
Expected dividend yield | ' | 0.00% |
Expected stock price volatility | ' | 491.00% |
Expected life of options in years | ' | 2 |
Stock options granted by the company | ' | 250,000 |
Exercise price of Stock options | ' | $0.70 |
Total Options Outstanding | ' | 250,000 |
Weighted Average Remaining Life (Years) | ' | 2.69 |
Total Weighted Average Exercise Price | ' | $0.70 |
Options Exercisable | ' | 0 |
Stock option compensation expense | $72,421 | $0 |
Reconciliation_of_the_Provisio
Reconciliation of the Provision for Income Taxes (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Reconciliation of the Provision for Income Taxes: | ' | ' |
Income tax recovery at statutory rate | $90,590 | $77,315 |
Valuation allowance change | -90,590 | -77,315 |
Provision for income taxes | $0 | $0 |
Deferred_Income_Tax_Liabilitie
Deferred Income Tax Liabilities and Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Deferred Income Tax Liabilities and Assets: | ' | ' |
Net operating loss carry-forward | $265,260 | $174,670 |
Valuation allowance | -265,260 | -174,670 |
Net deferred income tax asset | $0 | $0 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Sep. 30, 2013 |
INCOME TAXES {2} | ' |
Net operating loss carried forward | $780,177 |