Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 03, 2014 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 30-Sep-14 | |
Entity Registrant Name | GoldLand Holdings Corp. | |
Entity Central Index Key | 1444839 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2014 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 162,974,745 |
BALANCE_SHEET
BALANCE SHEET (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
ASSETS | ||
Cash and cash equivalents | $163 | $478 |
Accounts receivable | 371,387 | |
Prepaid expenses | 21,873 | 34,998 |
Other assets | 3,000 | 3,000 |
Total current assets | 396,423 | 38,476 |
Gaming equipment, net | 463,670 | |
Mining Properties | 360,000 | 360,000 |
Total Assets | 1,220,093 | 398,476 |
Liabilities: | ||
Accounts payable | 159,120 | 106,316 |
Due to related parties | 99,528 | 510,962 |
Payroll taxes payable | 3,737 | |
Accrued compensation | 6,045,973 | |
Total current liabilities | 262,385 | 6,663,251 |
Notes payable | 3,000 | |
Total liabilities | 262,385 | 6,666,251 |
Stockholders' deficit: | ||
Preferred stock, 5,000,000 shares authorized | ||
Common stock, par value $0.0001, 1,000,000,000 shares authorized, 162,577,018 and 39,828,881 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 16,257 | 3,983 |
Additional paid in capital | 22,337,695 | 12,201,959 |
Accumulated deficit | -21,396,244 | -18,473,717 |
Total stockholders' deficit | 957,708 | -6,267,775 |
Total Liabilities and Stockholders' Equity (Deficit) | $1,220,093 | $398,476 |
BALANCE_SHEET_Parenthetical
BALANCE SHEET (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
BALANCE SHEET [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 162,577,018 | 39,828,881 |
Common stock, shares outstanding | 162,577,018 | 39,828,881 |
STATEMENT_OF_OPERATIONS
STATEMENT OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
STATEMENT OF OPERATIONS [Abstract] | ||||
Revenues: | $29,070 | $250,000 | $655,059 | $750,000 |
Expenses: | ||||
Professional fees | 27,805 | 12,965 | 2,401,695 | 60,441 |
Stock compensation expense | 150,786 | 455,176 | 785,082 | 1,365,528 |
Gaming operating expenses | 122,162 | |||
Depreciation expense | 21,076 | 48,423 | ||
General and administrative | 87,462 | 21,332 | 219,155 | 31,232 |
Total expenses | 287,129 | 489,473 | 3,576,517 | 1,457,201 |
Loss from operations | -258,059 | -239,473 | -2,921,458 | -707,201 |
Interest expense | -482 | -1,069 | ||
Net Loss | ($258,541) | ($239,473) | ($2,922,527) | ($707,201) |
Net loss per common share - basic and fully diluted (in dollars per share) | ($0.01) | ($0.03) | ($0.02) | |
Weighted average number of common shares outstanding - basic and fully diluted (in shares) | 141,451,433 | 39,828,881 | 105,134,547 | 39,641,087 |
STATEMENT_OF_CASH_FLOWS
STATEMENT OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ||
Net income (loss) | ($2,922,527) | ($707,201) |
Adjustments to reconcile net earnings (loss) to net cash (used in) operating activities: | ||
Issuance of common stock for services | 2,237,729 | 49,251 |
Issuance of common stock for compensation | 7,375,930 | 1,526,704 |
Issuance of common stock for interest | 58 | |
Issuance of common stock for rent | 19,200 | |
Increase (decrease) in operating assets and liabilities: | ||
Depreciation | 48,423 | |
Accounts receivable | -371,387 | |
Accounts payable and accrued expenses | 52,804 | 29,050 |
Accrued compensation | -6,045,973 | |
Prepaid expenses | 13,125 | -442,051 |
Payroll taxes payable | 3,737 | |
Due to related party | -411,434 | -455,753 |
Net cash provided by (used in) operating activities | -315 | |
Net increase (decrease) in cash and cash equivalents | -315 | |
Cash and equivalents at beginning of period | 478 | |
Cash and equivalents at end of period | 163 | |
SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS | ||
Shares issued for services | 2,237,729 | 49,251 |
Shares issued to repay note payable | 3,058 | |
Shares issued for purchase of gaming equipment | 512,093 | |
Shares issued for compensation | 7,375,930 | 1,526,704 |
Non-cash lease income | ($750,000) |
STATEMENT_OF_STOCKHOLDERS_DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | ($6,267,775) | $3,983 | $12,201,959 | ($18,473,717) | |
Balance, shares at Dec. 31, 2013 | 39,828,881 | ||||
Shares issued for services | 2,237,729 | 3,405 | 2,234,324 | ||
Shares issued for services, shares | 4,500,000 | 34,054,103 | |||
Shares issued for compensation | 7,375,930 | 6,982 | 7,368,948 | ||
Shares issued for compensation, shares | 69,818,052 | ||||
Shares issued for conversion of notes payable | 3,058 | 2 | 3,056 | ||
Shares issued for conversion of notes payable, shares | 19,113 | ||||
Shares issued for purchase of gaming equipment | 512,093 | 1,866 | 510,227 | ||
Shares issued for purchase of gaming equipment, shares | 18,663,535 | ||||
Shares issued for rent | 19,200 | 19 | 19,181 | ||
Shares issued for rent, shares | 193,334 | ||||
Net loss | -2,922,527 | -2,922,527 | |||
Balance at Sep. 30, 2014 | $957,708 | $16,257 | $22,337,695 | ($21,396,244) | |
Balance, shares at Sep. 30, 2014 | 162,577,018 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2014 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS |
GoldLand Holdings, Co., (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company's name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp. On August 7, 2007, the company's name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co. | |
The Company owns land and lease claims on War Eagle Mountain in the state of Idaho. The Company has entered into a lease agreement with Silver Falcon Mining, Inc. (“Silver Falcon”) under which Silver Falcon is entitled to mine the land and the Company is entitled to a 15% net royalty on all minerals extracted by Silver Falcon from tailing piles on the premises or through shafts or adits located on the premises. | |
On September 19, 2013, our wholly-owned subsidiary entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post-split). Closing was conditioned on our completion of a 1 for 10 reverse stock split, among other things. The equipment includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game machines and related furniture and equipment; roulette machine and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc. We completed the reverse split in March 2014, and completed the purchase on March 6, 2014. Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Revenue Recognition | |
Revenue under lease and royalty agreements is recognized when earned according to the lease and royalty agreement. Lease income is recognized as earned on a monthly basis according to the terms of the lease. Royalty income is recognized as minerals are extracted and refined. Revenue from the operation of our casino equipment is recognized when received. | |
Cash and Cash Equivalents | |
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. | |
Facilities and equipment | |
Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves. | |
Impairment of Long-Lived Assets | |
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during mineral processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management's relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties. | |
Goodwill | |
The Company evaluates, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit's goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company's fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties. | |
Stock Based Compensation | |
The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction | |
Use of Estimates | |
The Company's Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company's Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related 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. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. | |
Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. | |
Basic and Diluted Per Common Share | |
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because we have incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive. | |
Research and Development | |
The Company expenses research and development costs as incurred. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
RELATED PARTY TRANSACTIONS [Abstract] | |||||||||||||||
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS | ||||||||||||||
As of September 30, 2014, the amount due from Silver Falcon was $158,222, the amount due to Diamond Creek Mill, Inc., a wholly-owned subsidiary of Silver Falcon, was $2,050, the amount due to Pierre Quilliam was $55,897, the amount due from Palmirs, Inc., a wholly-owned subsidiary of Silver Falcon, was $7,300, and the amount due to Bisell Investments, LLC was $207,103. The amounts are non-interest bearing, unsecured demand loans. | |||||||||||||||
Silver Falcon is obligated to pay Goldland $83,333 per month as rent under a mining lease. Instead of paying the rent in cash, Silver Falcon has, since January 1, 2012, issued shares of its common stock to pay compensation expenses of our officers and independent contractors. In 2014, we agreed with Silver Falcon to defer all lease payments for a period of two years, effective January 1, 2014, because of Silver Falcon's need to recapitalize its operations. | |||||||||||||||
In connection with the Equipment Acquisition (see Note 8), we issued 17,000,000 shares of common stock to various officers, directors and significant shareholders as a bonus for past services and support of the Company and as consideration for future services and support. The shares were valued at $0.15 per share, which was the market value of the shares on the date of issuance. Set forth below are the number of shares and the value of the shares issued to each recipient. | |||||||||||||||
Shareholder | No. of Shares | Estimated Value | |||||||||||||
Paul Parliament | 500,000 | $ | 75,000 | ||||||||||||
Lewis Georges | 500,000 | 75,000 | |||||||||||||
Christian Quilliam | 5,000,000 | 750,000 | |||||||||||||
New Vision Financial, Ltd. | 2,000,000 | 300,000 | |||||||||||||
Allan Breitkreuz | 3,000,000 | 450,000 | |||||||||||||
Bisell Investments, Inc. | 2,000,000 | 300,000 | |||||||||||||
Denise Quilliam | 4,000,000 | 600,000 | |||||||||||||
Total | 17,000,000 | $ | 3,150,000 | ||||||||||||
In connection with the Equipment Acquisition, the Company entered into agreements to cancel any outstanding options held by its officers and directors in consideration for $100 payable to each optionholder. Set forth below are the options that were cancelled: | |||||||||||||||
Pierre Quilliam | 1,800,000 | ||||||||||||||
Denise Quilliam | 1,325,000 | ||||||||||||||
Christian Quilliam | 1,700,000 | ||||||||||||||
Thomas C. Ridenour | 1,700,000 | ||||||||||||||
Allan Breitkreuz | 1,700,000 | ||||||||||||||
Pascale Tutt | 375,000 | ||||||||||||||
Total | 8,600,000 | ||||||||||||||
In connection with the Equipment Acquisition, the Company entered into employment or consulting agreements with certain officers, which included certain bonus shares issued to the officer. Set forth below is a summary of the key terms of the employment or consulting agreements and the bonus shares issued to each thereunder: | |||||||||||||||
Consultant | Compensation | Term | Bonus Shares | Value of Bonus | |||||||||||
Shares | |||||||||||||||
Pascale Quilliam | $150,000/year | 5 years | 500,000 | 75,000 | |||||||||||
Pierre Quilliam | $250,000/year | 5 years | - | - | |||||||||||
Thomas C. Ridenour | $185,000/year | 5 years | 3,000,000 | 450,000 | |||||||||||
Q-Prompt, Inc. | None | 5 years | 1,000,000 | 150,000 | |||||||||||
Total: | 4,500,000 | $ 675,000 | |||||||||||||
On April 23, 2014, the Company entered into an agreement to acquire additional gaming equipment from Game Touch, LLC, Claudia Cifuentes Robles and Julios Kosta for 1,213,000 shares of common stock. The equipment had an agreed upon value of $135,856. The transaction closed on May 25, 2014. | |||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 - COMMITMENTS AND CONTINGENCIES |
In August 2010, Richard (Robert) Corrigan, acting as a debtor in possession in his personal bankruptcy case, filed an adversary proceeding against us to recover amounts due under a consulting agreement dated July 1, 2009. The consulting agreement provided that Mr. Corrigan would provide certain consulting, mapping and assaying services on three lode claims owned by us on War Eagle Mountain. The consulting agreement provided that Mr. Corrigan's compensation would be a bonus of 150,000 shares representing an approximate agreed to amount of $150,000, which would be payable in the form of 150,000 shares of common stock, and monthly consulting payments of $5,000 per month. The consulting agreement also provided that Mr. Corrigan was entitled to monthly transportation expenses of $250 per month. We terminated Mr. Corrigan on December 8, 2009 for nonperformance. In 2011, Mr. Corrigan's case was converted to a Chapter 7 case. In November 2011, Mr. Corrigan's bankruptcy trustee filed an amended complaint in the adversary proceeding, in which Chapter 7 trustee seeks recovery of the $150,000 bonus and the balance of the unpaid consulting fees and travel expense allowance of $60,900, for a total of $210,900, plus interest and attorney's fees. | |
On June 19, 2013, the Company learned that the District Court for the Third Judicial District of the State of Idaho for the County of Owyhee entered a default judgment against the Company in the case. The default judgment grants a judgment against the Company in the amount of $284,449. The Company retained new counsel who filed a motion to vacate the default judgment. On September 19, 2013, the court entered a memorandum opinion setting aside the default judgment. On July 23 and 24, 2014, the court held a bench trial in the case. On September 15, 2014, the court entered an order granting the plaintiff a judgment for 150,000 shares of common stock, but denied all of the plaintiff's claims for monetary relief. |
REVERSE_STOCK_SPLIT
REVERSE STOCK SPLIT | 9 Months Ended |
Sep. 30, 2014 | |
REVERSE STOCK SPLIT [Abstract] | |
REVERSE STOCK SPLIT | NOTE 5 – REVERSE STOCK SPLIT |
On March 6, 2014, the Company amended its Certificate of Incorporation to increase its authorized capital stock to 1,000,000,000 shares of Common Stock, par value $0.0001 per share. In addition, the Company amended it Certificate of Incorporation to effect a reverse split of its common stock at a ratio of one share for each ten shares. All share amounts have been restated to reflect the stock split. |
CAPITAL_STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2014 | |
CAPITAL STOCK [Abstract] | |
CAPITAL STOCK | NOTE 6 - CAPITAL STOCK |
At March 31, 2014 the Company's authorized capital stock was 1,000,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share. On that date, the Company had outstanding 107,567,223 shares of Common Stock, and no shares of Preferred Stock. | |
During the three months ended September 30, 2014, we issued shares of in the following transactions: | |
• | |
21,326,424 shares of Common Stock valued at $42,130 for services. | |
• | |
20,275,146 shares of Common Stock valued at $479,948 were issued in payment of compensation. | |
• | |
193,334 shares of Common Stock valued at $19,200 were issued for the payment of rent. |
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2014 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 7 – GOING CONCERN |
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, the Company has incurred a net loss of ($2,922,527) for the nine months ended September 30, 2014. The Company has remained in business primarily through the deferral of salaries by management, loans from the Company's chief executive officer, loans from a significant shareholder, and the issuance of shares of common stock to procure certain services. The Company intends on financing its future development activities from the same sources, until such time that funds provided by operations are sufficient to fund working capital requirements. | |
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
ACQUISITION_OF_CASINO_EQUIPMEN
ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS [Abstract] | |
ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS | NOTE 8 – ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS |
On September 19, 2013, the Company (through its wholly-owned subsidiary, Universal Entertainment SAS, Inc.) entered into an Asset Purchase Agreement with Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, to acquire certain casino equipment (the “Equipment”)(such transaction hereinafter referred to as the “Equipment Acquisition”). The Equipment Acquisition closed on March 6, 2014, at which time the following transactions took place: | |
• | |
The Company effected a one for ten reverse stock split. | |
• | |
The Company issued 17,450,535 shares of Common Stock to acquire the Equipment. | |
• | |
The Company entered into a lease (the “Lease”) of the Equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. | |
• | |
The Company entered into consulting agreements with two shareholders of the seller, which provide for aggregate annual compensation of $370,000 per year payable in restricted shares of the Company's common stock, and have a term of five years. | |
• | |
The Company entered into certain employment or consulting agreements which will obligate the Company to make total payments of $1,235,000 per year for five years, which payments will be made in shares of the Company's Common Stock at its market price at the time of issuance. . | |
• | |
The Company issued 19,977,980 shares of the Company's Common Stock to certain officers, directors, and consultants, as well as the two principals of Universal Entertainment SAS, Ltd., as bonuses under consulting agreements or employment agreements with such persons. | |
• | |
The Company issued 17,000,000 shares of the Company's Common Stock to certain officers, directors and significant shareholders. | |
• | |
The Company cancelled 8,600,000 options held by certain officers and directors of the Company. | |
On April 23, 2014, the Company entered into an agreement to acquire additional gaming equipment from Game Touch, LLC, Claudia Cifuentes Robles and Julios Kosta for 1,213,000 shares of common stock. The equipment had an agreed upon value of $135,856. The transaction closed on May 25, 2014. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS |
In October 2014, the Company issued 397,727 shares of Common Stock valued at $3,500 for services.. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Revenue Recognition | Revenue Recognition |
Revenue under lease and royalty agreements is recognized when earned according to the lease and royalty agreement. Lease income is recognized as earned on a monthly basis according to the terms of the lease. Royalty income is recognized as minerals are extracted and refined. Revenue from the operation of our casino equipment is recognized when received. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. | |
Facilities and equipment | Facilities and equipment |
Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during mineral processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management's relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties. | |
Goodwill | Goodwill |
The Company evaluates, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit's goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company's fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties. | |
Stock Based Compensation | Stock Based Compensation |
The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction | |
Use of Estimates | Use of Estimates |
The Company's Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company's Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related 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. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. | |
Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. | |
Basic and Diluted Per Common Share | Basic and Diluted Per Common Share |
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because we have incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive. | |
Research and Development | Research and Development |
The Company expenses research and development costs as incurred. | |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
RELATED PARTY TRANSACTIONS [Abstract] | |||||||||||||||
Schedule of number of shares and the value of the shares issued | Shareholder | No. of Shares | Estimated Value | ||||||||||||
Paul Parliament | 500,000 | $ | 75,000 | ||||||||||||
Lewis Georges | 500,000 | 75,000 | |||||||||||||
Christian Quilliam | 5,000,000 | 750,000 | |||||||||||||
New Vision Financial, Ltd. | 2,000,000 | 300,000 | |||||||||||||
Allan Breitkreuz | 3,000,000 | 450,000 | |||||||||||||
Bisell Investments, Inc. | 2,000,000 | 300,000 | |||||||||||||
Denise Quilliam | 4,000,000 | 600,000 | |||||||||||||
Total | 17,000,000 | $ | 3,150,000 | ||||||||||||
Summary of options that were cancelled | Pierre Quilliam | 1,800,000 | |||||||||||||
Denise Quilliam | 1,325,000 | ||||||||||||||
Christian Quilliam | 1,700,000 | ||||||||||||||
Thomas C. Ridenour | 1,700,000 | ||||||||||||||
Allan Breitkreuz | 1,700,000 | ||||||||||||||
Pascale Tutt | 375,000 | ||||||||||||||
Total | 8,600,000 | ||||||||||||||
Summary of the key terms of the employment or consulting agreements and the bonus shares issued | Consultant | Compensation | Term | Bonus Shares | Value of Bonus | ||||||||||
Shares | |||||||||||||||
Pascale Quilliam | $150,000/year | 5 years | 500,000 | 75,000 | |||||||||||
Pierre Quilliam | $250,000/year | 5 years | - | - | |||||||||||
Thomas C. Ridenour | $185,000/year | 5 years | 3,000,000 | 450,000 | |||||||||||
Q-Prompt, Inc. | None | 5 years | 1,000,000 | 150,000 | |||||||||||
Total: | 4,500,000 | $ 675,000 | |||||||||||||
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | 9 Months Ended |
Sep. 30, 2014 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract] | |
Royalty percentage | 15.00% |
ORGANIZATION_AND_DESCRIPTION_O2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Equipment Acquisition) (Details) (USD $) | 1 Months Ended | 9 Months Ended |
Mar. 31, 2014 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Stock split ratio | 0.1 | |
Scenario, Forecast [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Shares issued for casino equipment, shares | 17,450,535 | |
Stock split ratio | 0.1 | |
Annual lease payment | $700,000 | |
Monthly lease payment | $58,333 | |
Lease term | 5 years | |
Lease renewal term | 5 years |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | Apr. 23, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $99,528 | $510,962 | |
Royalty percentage | 15.00% | ||
Issuance of common stock for services, shares | 4,500,000 | ||
Issuance of common stock for services | 2,237,729 | ||
Payment per option | 100 | ||
Options cancelled | 8,600,000 | ||
Silver Falcon Mining, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 158,222 | ||
Monthly nonaccountable expense allowance | 83,333 | ||
Diamond Creek Mill, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 2,050 | ||
Pierre Quilliam [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 55,897 | ||
Issuance of common stock for services, shares | |||
Issuance of common stock for services | |||
Options cancelled | 1,800,000 | ||
Compensation commitment | 250,000 | ||
Compensation commitment term | 5 years | ||
Palmirs, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 7,300 | ||
Bisell Investments, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 207,103 | ||
Issuance of common stock for services, shares | 2,000,000 | ||
Issuance of common stock for services | 300,000 | ||
Officers, Directors and Significant Shareholders [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 17,000,000 | ||
Issuance of common stock for services | 3,150,000 | ||
Share price (in dollars per share) | $0.15 | ||
Paul Parliament [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 500,000 | ||
Issuance of common stock for services | 75,000 | ||
Lewis Georges [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 500,000 | ||
Issuance of common stock for services | 75,000 | ||
Christian Quilliam [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 5,000,000 | ||
Issuance of common stock for services | 750,000 | ||
Options cancelled | 1,700,000 | ||
New Vision Financial, Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 2,000,000 | ||
Issuance of common stock for services | 300,000 | ||
Allan Breitkreuz [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 3,000,000 | ||
Issuance of common stock for services | 450,000 | ||
Options cancelled | 1,700,000 | ||
Denise Quilliam [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 4,000,000 | ||
Issuance of common stock for services | 600,000 | ||
Options cancelled | 1,325,000 | ||
Pascale Tutt [Member] | |||
Related Party Transaction [Line Items] | |||
Options cancelled | 375,000 | ||
Pascale Quilliam [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 500,000 | ||
Issuance of common stock for services | 75,000 | ||
Compensation commitment | 150,000 | ||
Compensation commitment term | 5 years | ||
Q-Prompt, Inc.[Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 1,000,000 | ||
Issuance of common stock for services | 150,000 | ||
Compensation commitment | 0 | ||
Compensation commitment term | 5 years | ||
Thomas C. Ridenour [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock for services, shares | 3,000,000 | ||
Issuance of common stock for services | 450,000 | ||
Options cancelled | 1,700,000 | ||
Compensation commitment | 185,000 | ||
Compensation commitment term | 5 years | ||
Game Touch, LLC, Claudia Cifuentes Robles and Julios Kosta | |||
Related Party Transaction [Line Items] | |||
Shares issued for equipment, shares | 1,213,000 | ||
Agreed upon value of equipment | $135,856 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 1 Months Ended | |||
Jun. 30, 2013 | Jul. 31, 2009 | Nov. 30, 2011 | Sep. 15, 2014 | |
Loss Contingencies [Line Items] | ||||
Compensation bonus shares due under the consulting agreement | 150,000 | |||
Value of the compensation bonus shares due under the consulting agreement | $150,000 | |||
Monthly consulting payments | 5,000 | |||
Travel allowance | 250 | |||
Amount of claim filed against the company | 210,900 | |||
Default judgment amount | 284,449 | |||
Shares of stock sought in lawsuit | 150,000 | |||
Bonus Claimed [Member] | ||||
Loss Contingencies [Line Items] | ||||
Amount of claim filed against the company | 60,900 | |||
Unpaid Consulting Fees and Travel Expense Allowances Claimed [Member] | ||||
Loss Contingencies [Line Items] | ||||
Amount of claim filed against the company | $150,000 |
REVERSE_STOCK_SPLIT_Details
REVERSE STOCK SPLIT (Details) (USD $) | 1 Months Ended | |||
Mar. 31, 2014 | Sep. 30, 2014 | Mar. 06, 2014 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value per share | $0.00 | $0.00 | $0.00 | $0.00 |
Stock split ratio | 0.1 |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Mar. 06, 2014 | Dec. 31, 2013 | |
CAPITAL STOCK [Abstract] | ||||||
Common stock shares authorized prior to reverse split | 1,000,000,000 | |||||
Common stock, par value per share | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |
Common stock, shares outstanding | 162,577,018 | 162,577,018 | 107,567,223 | 39,828,881 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, par or stated value per share | $0.00 | |||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Class of Stock [Line Items] | ||||||
Shares issued for services, shares | 4,500,000 | |||||
Shares issued for services | $2,237,729 | |||||
Shares issued for conversion of notes payable | 3,058 | |||||
Shares issued for compensation | 479,948 | 7,375,930 | ||||
Shares issued for acquisition of gaming equipment and related licenses | 512,093 | |||||
Issuance of common stock for rent | 19,200 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued for services, shares | 21,326,424 | |||||
Shares issued for services | 42,130 | |||||
Shares issued for compensation, shares | 20,275,146 | |||||
Issuance of common stock for rent, shares | 193,334 | |||||
Issuance of common stock for rent | $19,200 |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
GOING CONCERN [Abstract] | ||||
Net loss | ($258,541) | ($239,473) | ($2,922,527) | ($707,201) |
ACQUISITION_OF_CASINO_EQUIPMEN1
ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS (Details) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended |
Mar. 31, 2014 | Sep. 30, 2014 | Apr. 23, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Stock split ratio | 0.1 | ||
Shares issued for services, shares | 4,500,000 | ||
Options cancelled | 8,600,000 | ||
Payment per option | $100 | ||
Officers Directors And Significant Shareholders [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Shares issued for services, shares | 17,000,000 | ||
Game Touch, LLC, Claudia Cifuentes Robles and Julios Kosta | |||
Property, Plant and Equipment [Line Items] | |||
Shares issued for casino equipment, shares | 1,213,000 | ||
Shares issued for equipment, shares | 1,213,000 | ||
Agreed upon value of equipment | 135,856 | ||
Scenario, Forecast [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Shares issued for casino equipment, shares | 17,450,535 | ||
Stock split ratio | 0.1 | ||
Annual lease payment | 700,000 | ||
Monthly lease payment | 58,333 | ||
Lease term | 5 years | ||
Lease renewal term | 5 years | ||
Compensation commitment | 1,235,000 | ||
Compensation commitment term | 5 years | ||
Shares issued for services, shares | 19,977,980 | ||
Options cancelled | 8,600,000 | ||
Shares issued for equipment, shares | 17,450,535 | ||
Consultants [Member] | Officers Directors And Significant Shareholders [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Shares issued for services, shares | 17,000,000 | ||
Consultants [Member] | Two Shareholders Of Seller [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Compensation commitment | $370,000 | ||
Compensation commitment term | 5 years |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2014 | Oct. 31, 2014 | |
Subsequent Event [Line Items] | ||
Shares issued for services, shares | 4,500,000 | |
Shares issued for services | $2,237,729 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued for services, shares | 397,727 | |
Shares issued for services | $3,500 |