Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Oct. 31, 2013 | Dec. 13, 2013 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Tungsten Corp. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Oct-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001475065 | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 68,750,000 |
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 | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash | $54,212 | $7,163 |
Prepayments and other current assets | 4,000 | 0 |
Total Current Assets | 58,212 | 7,163 |
OTHER ASSETS | ' | ' |
Mineral properties | 924,013 | 21,291 |
Total Other Assets | 924,013 | 21,291 |
Total Assets | 982,225 | 28,454 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 40,036 | 28,844 |
Advances from stockholders | 99,951 | 23,000 |
Total Current Liabilities | 139,987 | 51,844 |
STOCKHOLDERS' DEFICIT: | ' | ' |
Preferred stock at $0.0001 par value: 25,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock at $0.0001 par value: 300,000,000 shares authorized; 68,750,000 and 3,000,000 shares issued and outstanding, respectively | 6,875 | 300 |
Additional paid-in capital | 1,298,284 | -299 |
Deficit accumulated during the exploration stage | -462,921 | -23,391 |
Total Stockholders' Equity (Deficit) | 842,238 | -23,390 |
Total Liabilities and Stockholders' Equity (Deficit) | $982,225 | $28,454 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Parentheticals | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 68,750,000 | 3,000,000 |
Common Stock, Shares Outstanding | 68,750,000 | 3,000,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
REVENUE: | ' | ' | ' | ' |
Revenue earned during the exploration stage | $0 | $0 | $0 | $0 |
Cost of exploration | ' | ' | ' | ' |
Exploration costs | 0 | 52,814 | 73,565 | 95,695 |
Total cost of exploration | 0 | 52,814 | 73,565 | 95,695 |
Gross margin | 0 | -52,814 | -73,565 | -95,695 |
Operating expenses | ' | ' | ' | ' |
Director's fees | 0 | 50,625 | 101,250 | 101,250 |
Officers' compensation | 0 | 27,000 | 72,067 | 72,067 |
Professional fees | 0 | 11,595 | 99,085 | 100,212 |
General and administrative expenses | 0 | 17,197 | 93,563 | 93,697 |
Total operating expenses | 0 | 106,417 | 365,965 | 367,226 |
Loss before income tax provision | 0 | -159,231 | -439,530 | -462,921 |
Income tax provision | 0 | 0 | 0 | 0 |
Net loss | $0 | ($159,231) | ($439,530) | ($462,921) |
Net loss per common share - basic and diluted | $0 | $0 | ($0.01) | ' |
Weighted common shares outstanding - basic and diluted | 3,000,000 | 68,750,000 | 52,573,700 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | $0 | ($439,530) | ($462,921) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Stock-based compensation | 0 | 101,250 | 101,250 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepayments and other current assets | 0 | -4,000 | -4,000 |
Accounts payable and accrued expenses | 0 | 11,192 | 40,036 |
NET CASH USED IN OPERATING ACTIVITIES | 0 | -331,088 | -325,635 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Cash used in acquisition | 0 | -46,092 | -46,092 |
Acquisition of mineral property claims | 0 | -152,722 | -174,013 |
NET CASH USED IN INVESTING ACTIVITIES | 0 | -198,814 | -220,105 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Amounts received from (paid to) stockholders | 0 | 76,951 | 99,951 |
Proceeds from sale of common stock | 0 | 500,000 | 500,001 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 0 | 576,951 | 599,952 |
NET CHANGE IN CASH | 0 | 47,049 | 54,212 |
Cash at beginning of period | 0 | 7,163 | 0 |
Cash at end of period | 0 | 54,212 | 54,212 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ' | ' | ' |
Interest paid | 0 | 0 | 0 |
Income tax paid | 0 | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Common stock issued for mineral property claims | $0 | $607,500 | $607,500 |
ORGANIZATION_AND_OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Oct. 31, 2013 | |
ORGANIZATION AND OPERATIONS | ' |
ORGANIZATION AND OPERATIONS | ' |
NOTE 1 - ORGANIZATION AND OPERATIONS | |
ONLINE TELE-SOLUTIONS, INC. | |
Online Tele-Solutions, Inc. ("Online Tele-Solutions") was incorporated under the | |
laws of the State of Nevada on June 5, 2008. Initial operations have included | |
organization and incorporation, target market identification, marketing plans, | |
and capital formation. A substantial portion of the Company's activities had | |
involved developing a business plan and establishing contacts and visibility in | |
the marketplace. The Company has generated no revenues since inception. | |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION | |
On March 9, 2012, the Board of Directors and the consenting stockholders adopted | |
and approved a resolution to (i) amend the Company's Articles of Incorporation | |
to (a) increase the number of shares of authorized common stock from 50,000,000 | |
to 300,000,000; (b) create 25,000,000 shares of "blank check" preferred stock | |
with a par value of $0.0001 per share; (c) change the par value of the common | |
stock from $0.001 per share to $0.0001 per share; and (ii) effectuate a forward | |
split of all issued and outstanding shares of common stock, at a ratio of | |
thirty-for-one (30:1) (the "Stock Split"). | |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION | |
On November 14, 2012, the Board of Directors of Online Tele-Solutions and two | |
(2) stockholders holding an aggregate of 45,600,000 shares of common stock | |
issued and outstanding as of November 6, 2012, approved and consented, in | |
writing, to effectuate an amendment to the Company's Articles of Incorporation | |
to change the name of Online Tele-Solutions to "Tungsten Corp." the "Company"). | |
NEVADA TUNGSTEN HOLDINGS LTD. | |
Nevada Tungsten Holdings Ltd. ("Tungsten") was incorporated on October 30, 2012 | |
under the laws of the State of Nevada. Tungsten intends to engage in the | |
exploration of certain tungsten interests in the State of Nevada. | |
REVERSE ACQUISITION AND CHANGE IN SCOPE OF BUSINESS | |
On April 8, 2013, the Company closed a voluntary share exchange transaction | |
pursuant to a stock exchange agreement ("SEA") with Guy Martin and Nevada | |
Tungsten Holdings Ltd. Pursuant to the terms of the SEA, the Company acquired | |
all of the issued and outstanding shares of Nevada Tungsten Holdings Ltd.'s | |
common stock from Guy Martin. The sole asset of Nevada Tungsten Holdings Ltd. is | |
an option to acquire all tungsten rights in regards to 32 patented and | |
unpatented mining claims situated in White Pine Country, Nevada pursuant to an | |
option agreement by and between Viscount Nevada Holdings Ltd. (the "Optionor") | |
and Nevada Tungsten Holdings Ltd. (the "Option Agreement"). | |
Immediately prior to the Share Exchange Transaction on April 8, 2013, the | |
Company had 66,000,000 common shares issued and outstanding. Simultaneously with | |
the Closing of the Share Exchange Agreement, on the Closing Date, the Company's | |
then majority stockholder surrendered 3,000,000 shares of the Company's common | |
stock to the Company for cancellation. | |
As a result of the Share Exchange Agreement, the Company issued 3,000,000 common | |
shares for the acquisition of 100% of the issued and outstanding shares of | |
Tungsten. Even though the shares issued only represented approximately 4.3% of | |
the issued and outstanding common stock immediately after the consummation of | |
the Share Exchange Agreement the stockholder of Tungsten completely took over | |
and controlled the board of directors and management of the Company upon | |
acquisition. | |
As a result of the change in control to the then Tungsten Stockholder, for | |
financial statement reporting purposes, the merger between the Company and | |
Tungsten has been treated as a reverse acquisition with Tungsten deemed the | |
accounting acquirer and the Company deemed the accounting acquiree under the | |
acquisition method of accounting in accordance with section 805-10-55 of the | |
FASB Accounting Standards Codification. The reverse acquisition is deemed a | |
capital transaction and the net assets of Tungsten (the accounting acquirer) are | |
carried forward to the Company (the legal acquirer and the reporting entity) at | |
their carrying value before the acquisition. The acquisition process utilizes | |
the capital structure of the Company and the assets and liabilities of Tungsten | |
which are recorded at their historical cost. The equity of the Company is the | |
historical equity of Tungsten retroactively restated to reflect the number of | |
shares issued by the Company in the transaction. | |
SIGNIFICANT_AND_CRITICAL_ACCOU
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES | 9 Months Ended |
Oct. 31, 2013 | |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES | ' |
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES | ' |
NOTE 2 - SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES | |
The Management of the Company is responsible for the selection and use of | |
appropriate accounting policies and the appropriateness of accounting policies | |
and their application. Critical accounting policies and practices are those that | |
are both most important to the portrayal of the Company's financial condition | |
and results and require management's most difficult, subjective, or complex | |
judgments, often as a result of the need to make estimates about the effects of | |
matters that are inherently uncertain. The Company's significant and critical | |
accounting policies and practices are disclosed below as required by generally | |
accepted accounting principles. | |
BASIS OF PRESENTATION | |
The accompanying unaudited interim financial statements and related notes have | |
been prepared in accordance with accounting principles generally accepted in the | |
United States of America ("U.S. GAAP") for interim financial information, and | |
with the rules and regulations of the United States Securities and Exchange | |
Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, | |
they do not include all of the information and footnotes required by U.S. GAAP | |
for complete financial statements. The unaudited interim financial statements | |
furnished reflect all adjustments (consisting of normal recurring accruals) | |
which are, in the opinion of management, necessary to a fair statement of the | |
results for the interim periods presented. Interim results are not necessarily | |
indicative of the results for the full year. These unaudited interim financial | |
statements should be read in conjunction with the financial statements of Nevada | |
Tungsten Holdings Ltd. for the period from October 30, 2012 (inception) through | |
January 31, 2013 and notes thereto contained in the Company's Current Report on | |
Form 8-K filed with the SEC on April 10, 2013. | |
EXPLORATION STAGE COMPANY | |
The Company is an exploration stage company as defined by section 915-10-20 of | |
the Financial Accounting Standards Board ("FASB") Accounting Standards | |
Codification. The Company is devoting substantially all of its efforts to | |
establishing the business and its planned principal operations have not | |
commenced. All losses accumulated since inception, have been considered as part | |
of the Company's exploration stage activities. | |
FISCAL YEAR-END | |
The Company elected January 31st as its fiscal year ending date. | |
PRINCIPLES OF CONSOLIDATION | |
The Company applies the guidance of Topic 810 "CONSOLIDATION" of the FASB | |
Accounting Standards Codification to determine whether and how to consolidate | |
another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned | |
subsidiaries--all entities in which a parent has a controlling financial | |
interest--shall be consolidated except (1) when control does not rest with the | |
parent, the majority owner; (2) if the parent is a broker-dealer within the | |
scope of Topic 940 and control is likely to be temporary; (3) consolidation by | |
an investment company within the scope of Topic 946 of a non-investment-company | |
investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a | |
controlling financial interest is ownership of a majority voting interest, and, | |
therefore, as a general rule ownership by one reporting entity, directly or | |
indirectly, of more than 50 percent of the outstanding voting shares of another | |
entity is a condition pointing toward consolidation. The power to control may | |
also exist with a lesser percentage of ownership, for example, by contract, | |
lease, agreement with other stockholders, or by court decree. The Company | |
consolidates all less-than-majority-owned subsidiaries, if any, in which the | |
parent's power to control exists. | |
The Company's consolidated subsidiary and/or entity is as follows: | |
Date of incorporation | |
or formation | |
Name of consolidated State or other jurisdiction of (date of acquisition, | |
subsidiary or entity incorporation or organization if applicable) Attributable interest | |
-------------------- ----------------------------- -------------- --------------------- | |
Nevada Tungsten Holdings Ltd. The State of Nevada October 30, 2012 100% | |
(April 8, 2013) | |
The consolidated financial statements include all accounts of the Company as of | |
October 31, 2013 and for the period from April 8, 2013 (date of acquisition) | |
through October 31, 2013; and Nevada Tungsten Holdings Ltd. as of October 31, | |
2013 and 2012, for the interim period ended October 31, 2013, for the period | |
from October 30, 2012 (inception) through October 31, 2012; and for the period | |
from October 30, 2012 (inception) through October 31, 2013. | |
All inter-company balances and transactions have been eliminated. | |
USE OF ESTIMATES AND ASSUMPTIONS AND CRITICAL ACCOUNTING ESTIMATES AND | |
ASSUMPTIONS | |
The preparation of financial statements in conformity with accounting principles | |
generally accepted in the United States of America requires management to make | |
estimates and assumptions that affect the reported amounts of assets and | |
liabilities and disclosure of contingent assets and liabilities at the date(s) | |
of the financial statements and the reported amounts of revenues and expenses | |
during the reporting period(s). | |
Critical accounting estimates are estimates for which (a) the nature of the | |
estimate is material due to the levels of subjectivity and judgment necessary to | |
account for highly uncertain matters or the susceptibility of such matters to | |
change and (b) the impact of the estimate on financial condition or operating | |
performance is material. The Company's critical accounting estimates and | |
assumptions affecting the financial statements were: | |
(i) ASSUMPTION AS A GOING CONCERN: Management assumes that the Company | |
will continue as a going concern, which contemplates continuity of | |
operations, realization of assets, and liquidation of liabilities in | |
the normal course of business; | |
(ii) VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS: Management assumes that | |
the realization of the Company's net deferred tax assets resulting | |
from its net operating loss ("NOL") carry-forwards for Federal income | |
tax purposes that may be offset against future taxable income was not | |
considered more likely than not and accordingly, the potential tax | |
benefits of the net loss carry-forwards are offset by a full valuation | |
allowance. Management made this assumption based on (a) the Company | |
has incurred recurring losses, (b) general economic conditions, and | |
(c) its ability to raise additional funds to support its daily | |
operations by way of a public or private offering, among other | |
factors. | |
These significant accounting estimates or assumptions bear the risk of change | |
due to the fact that there are uncertainties attached to these estimates or | |
assumptions, and certain estimates or assumptions are difficult to measure or | |
value. | |
Management bases its estimates on historical experience and on various | |
assumptions that are believed to be reasonable in relation to the financial | |
statements taken as a whole under the circumstances, the results of which form | |
the basis for making judgments about the carrying values of assets and | |
liabilities that are not readily apparent from other sources. | |
Management regularly evaluates the key factors and assumptions used to develop | |
the estimates utilizing currently available information, changes in facts and | |
circumstances, historical experience and reasonable assumptions. After such | |
evaluations, if deemed appropriate, those estimates are adjusted accordingly. | |
Actual results could differ from those estimates. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards | |
Codification ("Paragraph 820-10-35-37") to measure the fair value of its | |
financial instruments and paragraph 825-10-50-10 of the FASB Accounting | |
Standards Codification for disclosures about fair value of its financial | |
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair | |
value in accounting principles generally accepted in the United States of | |
America (U.S. GAAP), and expands disclosures about fair value measurements. To | |
increase consistency and comparability in fair value measurements and related | |
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which | |
prioritizes the inputs to valuation techniques used to measure fair value into | |
three (3) broad levels. The three (3) levels of fair value hierarchy defined by | |
Paragraph 820-10-35-37 are described below: | |
Level 1 Quoted market prices available in active markets for identical assets | |
or liabilities as of the reporting date. | |
Level 2 Pricing inputs other than quoted prices in active markets included in | |
Level 1, which are either directly or indirectly observable as of the | |
reporting date. | |
Level 3 Pricing inputs that are generally observable inputs and not | |
corroborated by market data. | |
Financial assets are considered Level 3 when their fair values are determined | |
using pricing models, discounted cash flow methodologies or similar techniques | |
and at least one significant model assumption or input is unobservable. | |
The fair value hierarchy gives the highest priority to quoted prices | |
(unadjusted) in active markets for identical assets or liabilities and the | |
lowest priority to unobservable inputs. If the inputs used to measure the | |
financial assets and liabilities fall within more than one level described | |
above, the categorization is based on the lowest level input that is significant | |
to the fair value measurement of the instrument. | |
The carrying amounts of the Company's financial assets and liabilities, such as | |
cash, accounts payable and accrued expenses approximate their fair values | |
because of the short maturity of these instruments. | |
Transactions involving related parties cannot be presumed to be carried out on | |
an arm's-length basis, as the requisite conditions of competitive, free-market | |
dealings may not exist. Representations about transactions with related parties, | |
if made, shall not imply that the related party transactions were consummated on | |
terms equivalent to those that prevail in arm's-length transactions unless such | |
representations can be substantiated. | |
CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS | |
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards | |
Codification for its long-lived assets. The Company's long-lived assets, which | |
include mineral properties, are reviewed for impairment whenever events or | |
changes in circumstances indicate that the carrying amount of an asset may not | |
be recoverable. | |
The Company assesses the recoverability of its long-lived assets by comparing | |
the projected undiscounted net cash flows associated with the related long-lived | |
asset or group of long-lived assets over their remaining estimated useful lives | |
against their respective carrying amounts. Impairment, if any, is based on the | |
excess of the carrying amount over the fair value of those assets. Fair value is | |
generally determined using the asset's expected future discounted cash flows or | |
market value, if readily determinable. If long-lived assets are determined to be | |
recoverable, but the newly determined remaining estimated useful lives are | |
shorter than originally estimated, the net book values of the long-lived assets | |
are depreciated over the newly determined remaining estimated useful lives. | |
The Company considers the following to be some examples of important indicators | |
that may trigger an impairment review: (i) significant under-performance or | |
losses of assets relative to expected historical or projected future operating | |
results; (ii) significant changes in the manner or use of assets or in the | |
Company's overall strategy with respect to the manner or use of the acquired | |
assets or changes in the Company's overall business strategy; (iii) significant | |
negative industry or economic trends; (iv) increased competitive pressures; and | |
(v) regulatory changes. The Company evaluates acquired assets for potential | |
impairment indicators at least annually and more frequently upon the occurrence | |
of such events. | |
Management periodically reviews the recoverability of the capitalized mineral | |
properties. Management will take into consideration various information | |
including, but not limited to, historical production records taken from previous | |
mine operations, results of exploration activities conducted to date, estimated | |
future prices and reports and opinions of outside consultants. When a | |
determination has been made that a project or property will be abandoned, or its | |
carrying value has been impaired, a provision is made for any expected loss on | |
the project or property. | |
CASH EQUIVALENTS | |
The Company considers all highly liquid investments with a maturity of three | |
months or less when purchased to be cash equivalents. | |
MINERAL PROPERTIES | |
The Company follows Section 930 of the FASB Accounting Standards Codification | |
for its mineral properties. Mineral properties and related mineral rights | |
acquisition costs are capitalized pending determination of whether the drilling | |
has found proved reserves. If a mineral ore body is discovered, capitalized | |
costs will be amortized on a unit-of-production basis following the commencement | |
of production. Otherwise, capitalized acquisition costs are expensed when it is | |
determined that the mineral property has no future economic value. General | |
exploration costs and costs to maintain rights and leases, including rights of | |
access to lands for geophysical work and salaries, equipment, and supplies for | |
geologists and geophysical crews are expensed as incurred. When it is determined | |
that a mining deposit can be economically and legally extracted or produced | |
based on established proven and probable reserves, further exploration costs and | |
development costs as well as interest costs relating to exploration and | |
development projects that require greater than six (6) months to be readied for | |
their intended use incurred after such determination will be capitalized. The | |
establishment of proven and probable reserves is based on results of final | |
feasibility studies which indicate whether a property is economically feasible. | |
Upon commencement of commercial production, capitalized costs will be | |
transferred to the appropriate asset categories and amortized on a | |
unit-of-production basis. Capitalized costs, net of salvage values, relating to | |
a deposit which is abandoned or considered uneconomic for the foreseeable future | |
will be written off. The sale of a partial interest in a proved property is | |
accounted for as a cost recovery and no gain or loss is recognized as long as | |
this treatment does not significantly affect the unit-of-production amortization | |
rate. A gain or loss will be recognized for all other sales of proved properties | |
and will be classified in other operating revenues. Maintenance and repairs are | |
charged to expense, and renewals and betterments are capitalized to the | |
appropriate property and equipment accounts. | |
The provision for depreciation, depletion and amortization ("DD&A") of mineral | |
properties will be calculated on a property-by-property basis using the | |
unit-of-production method. Taken into consideration in the calculation of DD&A | |
are estimated future dismantlement, restoration and abandonment costs, which are | |
net of estimated salvage values. Upon becoming fully amortized, the related cost | |
and accumulated amortization are removed from the accounts. | |
To date, the Company has not established the commercial feasibility of any | |
exploration prospects; therefore, all general exploration costs, if any, are | |
being expensed. | |
MINERAL EXPLORATION AND MINE DEVELOPMENT COSTS | |
All mineral exploration and pre-extraction expenditures are expensed as incurred | |
until such time the Company exits the Exploration Stage by establishing proven | |
or probable reserves. Mine development costs incurred to develop mineral | |
deposits, to expand the capacity of mines or to develop mine areas substantially | |
in advance of production are capitalized once proven and probable reserves | |
exist, and the property is determined to be a commercially mineable property. | |
Costs incurred to maintain current production or to maintain assets on a standby | |
basis are charged to operations. If the Company does not continue with | |
exploration after the completion of the feasibility study, the cost of mineral | |
rights will be expensed at that time. Costs of abandoned projects, including | |
related property and equipment costs, are charged to mining costs. | |
RESTORATION COSTS (ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS) | |
Various federal and state mining laws and regulations require the Company to | |
reclaim the surface areas and restore underground water quality for its mine | |
projects to the pre-existing mine area average quality after the completion of | |
mining. | |
In accordance with ASC 410, Asset Retirement and Environmental Obligations, the | |
Company capitalizes the measured fair value of asset retirement and | |
environmental obligations to mineral rights and properties. ASC 410 requires the | |
Company to record a liability for the present value of the estimated future site | |
restoration and environmental remediation costs with corresponding increase to | |
the carrying amount of the related mineral rights and properties. The asset | |
retirement and environmental obligations are accreted to an undiscounted value | |
until the time at which they are expected to be settled. The accretion expense | |
is charged to earnings and the actual retirement costs are recorded against the | |
asset retirement obligations when incurred. Any difference between the recorded | |
asset retirement obligations and the actual retirement costs incurred will be | |
recorded as a gain or loss in the period of settlement. | |
Environmental expenditures that relate to ongoing environmental and reclamation | |
programs will be charged against statements of operations as incurred or | |
capitalized and amortized depending upon their future economic benefits. Future | |
site restoration and environmental remediation costs, which include extraction | |
equipment removal, site restoration and environmental remediation, are accrued | |
at the end of each reporting period based on management's best estimate of the | |
costs expected to be incurred for each project. Such estimates are determined by | |
the Company's engineering studies which consider the costs of future surface and | |
groundwater activities, current regulations, actual expenses incurred, and | |
technology and industry standards. | |
On a quarterly basis, the Company reviews the assumptions used to estimate the | |
expected cash flows required to settle the asset retirement obligations, | |
including changes in estimated probabilities, amounts and timing of the | |
settlement of the asset retirement and environmental obligations, as well as | |
changes in the legal obligation requirements at each of its mineral projects. | |
Changes in any one or more of these assumptions may cause revision of asset | |
retirement obligations for the corresponding assets. | |
The Company does not currently anticipate any material capital expenditures for | |
site restoration costs and considers the estimated future site restoration costs | |
to be minimal and so the present value of the same at October 31, 2013 as all of | |
its mineral properties are at early stages of exploration. | |
RELATED PARTIES | |
The Company follows subtopic 850-10 of the FASB Accounting Standards | |
Codification for the identification of related parties and disclosure of related | |
party transactions. | |
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the | |
Company; b. Entities for which investments in their equity securities would be | |
required, absent the election of the fair value option under the Fair Value | |
Option Subsection of Section 825-10-15, to be accounted for by the equity method | |
by the investing entity; c. trusts for the benefit of employees, such as pension | |
and profit-sharing trusts that are managed by or under the trusteeship of | |
management; d. principal owners of the Company; e. management of the Company; f. | |
other parties with which the Company may deal if one party controls or can | |
significantly influence the management or operating policies of the other to an | |
extent that one of the transacting parties might be prevented from fully | |
pursuing its own separate interests; and g. Other parties that can significantly | |
influence the management or operating policies of the transacting parties or | |
that have an ownership interest in one of the transacting parties and can | |
significantly influence the other to an extent that one or more of the | |
transacting parties might be prevented from fully pursuing its own separate | |
interests. | |
The financial statements shall include disclosures of material related party | |
transactions, other than compensation arrangements, expense allowances, and | |
other similar items in the ordinary course of business. However, disclosure of | |
transactions that are eliminated in the preparation of consolidated or combined | |
financial statements is not required in those statements. The disclosures shall | |
include: a. the nature of the relationship(s) involved; b. a description of the | |
transactions, including transactions to which no amounts or nominal amounts were | |
ascribed, for each of the periods for which income statements are presented, and | |
such other information deemed necessary to an understanding of the effects of | |
the transactions on the financial statements; c. the dollar amounts of | |
transactions for each of the periods for which income statements are presented | |
and the effects of any change in the method of establishing the terms from that | |
used in the preceding period; and d. amounts due from or to related parties as | |
of the date of each balance sheet presented and, if not otherwise apparent, the | |
terms and manner of settlement. | |
COMMITMENT AND CONTINGENCIES | |
The Company follows subtopic 450-20 of the FASB Accounting Standards | |
Codification to report accounting for contingencies. Certain conditions may | |
exist as of the date the consolidated financial statements are issued, which may | |
result in a loss to the Company but which will only be resolved when one or more | |
future events occur or fail to occur. The Company assesses such contingent | |
liabilities, and such assessment inherently involves an exercise of judgment. In | |
assessing loss contingencies related to legal proceedings that are pending | |
against the Company or unasserted claims that may result in such proceedings, | |
the Company evaluates the perceived merits of any legal proceedings or | |
unasserted claims as well as the perceived merits of the amount of relief sought | |
or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material | |
loss has been incurred and the amount of the liability can be estimated, then | |
the estimated liability would be accrued in the Company's consolidated financial | |
statements. If the assessment indicates that a potentially material loss | |
contingency is not probable but is reasonably possible, or is probable but | |
cannot be estimated, then the nature of the contingent liability, and an | |
estimate of the range of possible losses, if determinable and material, would be | |
disclosed. | |
Loss contingencies considered remote are generally not disclosed unless they | |
involve guarantees, in which case the guarantees would be disclosed. Management | |
does not believe, based upon information available at this time, that these | |
matters will have a material adverse effect on the Company's consolidated | |
financial position, results of operations or cash flows. However, there is no | |
assurance that such matters will not materially and adversely affect the | |
Company's business, financial position, and results of operations or cash flows. | |
REVENUE RECOGNITION | |
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards | |
Codification for revenue recognition. The Company will recognize revenue when it | |
is realized or realizable and earned. The Company considers revenue realized or | |
realizable and earned when all of the following criteria are met: (i) persuasive | |
evidence of an arrangement exists, (ii) the product has been shipped or the | |
services have been rendered to the customer, (iii) the sales price is fixed or | |
determinable, and (iv) collectability is reasonably assured. | |
STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES | |
The Company accounts for its stock based compensation in which the Company | |
obtains employee services in share-based payment transactions under the | |
recognition and measurement principles of the fair value recognition provisions | |
of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to | |
paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all | |
transactions in which goods or services are the consideration received for the | |
issuance of equity instruments are accounted for based on the fair value of the | |
consideration received or the fair value of the equity instrument issued, | |
whichever is more reliably measurable. The measurement date used to determine | |
the fair value of the equity instrument issued is the earlier of the date on | |
which the performance is complete or the date on which it is probable that | |
performance will occur. If the Company is a newly formed corporation or shares | |
of the Company are thinly traded the use of share prices established in the | |
Company's most recent private placement memorandum ("PPM"), or weekly or monthly | |
price observations would generally be more appropriate than the use of daily | |
price observations as such shares could be artificially inflated due to a larger | |
spread between the bid and asked quotes and lack of consistent trading in the | |
market. | |
The fair value of share options and similar instruments is estimated on the date | |
of grant using a Black-Scholes option-pricing valuation model. The ranges of | |
assumptions for inputs are as follows: | |
* Expected term of share options and similar instruments: The expected life | |
of options and similar instruments represents the period of time the option | |
and/or warrant are expected to be outstanding. Pursuant to Paragraph | |
718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the | |
expected term of share options and similar instruments represents the | |
period of time the options and similar instruments are expected to be | |
outstanding taking into consideration of the contractual term of the | |
instruments and employees' expected exercise and post-vesting employment | |
termination behavior into the fair value (or calculated value) of the | |
instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to | |
use the SIMPLIFIED METHOD, I.E., EXPECTED TERM =(VESTING TERM + ORIGINAL | |
CONTRACTUAL TERM) / 2), if (i) A company does not have sufficient | |
historical exercise data to provide a reasonable basis upon which to | |
estimate expected term due to the limited period of time its equity shares | |
have been publicly traded; (ii) A company significantly changes the terms | |
of its share option grants or the types of employees that receive share | |
option grants such that its historical exercise data may no longer provide | |
a reasonable basis upon which to estimate expected term; or (iii) A company | |
has or expects to have significant structural changes in its business such | |
that its historical exercise data may no longer provide a reasonable basis | |
upon which to estimate expected term. The Company uses the simplified | |
method to calculate expected term of share options and similar instruments | |
as the company does not have sufficient historical exercise data to provide | |
a reasonable basis upon which to estimate expected term. | |
* Expected volatility of the entity's shares and the method used to estimate | |
it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or | |
nonpublic entity that uses the calculated value method shall disclose the | |
reasons why it is not practicable for the Company to estimate the expected | |
volatility of its share price, the appropriate industry sector index that | |
it has selected, the reasons for selecting that particular index, and how | |
it has calculated historical volatility using that index. The Company uses | |
the average historical volatility of the comparable companies over the | |
expected contractual life of the share options or similar instruments as | |
its expected volatility. If shares of a company are thinly traded the use | |
of weekly or monthly price observations would generally be more appropriate | |
than the use of daily price observations as the volatility calculation | |
using daily observations for such shares could be artificially inflated due | |
to a larger spread between the bid and asked quotes and lack of consistent | |
trading in the market. | |
* Expected annual rate of quarterly dividends. An entity that uses a method | |
that employs different dividend rates during the contractual term shall | |
disclose the range of expected dividends used and the weighted-average | |
expected dividends. The expected dividend yield is based on the Company's | |
current dividend yield as the best estimate of projected dividend yield for | |
periods within the expected term of the share options and similar | |
instruments. | |
* Risk-free rate(s). An entity that uses a method that employs different | |
risk-free rates shall disclose the range of risk-free rates used. The | |
risk-free interest rate is based on the U.S. Treasury yield curve in effect | |
at the time of grant for periods within the expected term of the share | |
options and similar instruments. | |
The Company's policy is to recognize compensation cost for awards with only | |
service conditions and a graded vesting schedule on a straight-line basis over | |
the requisite service period for the entire award. | |
EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR | |
SERVICES | |
The Company accounts for equity instruments issued to parties other than | |
employees for acquiring goods or services under guidance of Sub-topic 505-50 of | |
the FASB Accounting Standards Codification ("Sub-topic 505-50"). | |
Pursuant to ASC Section 505-50-30, all transactions in which goods or services | |
are the consideration received for the issuance of equity instruments are | |
accounted for based on the fair value of the consideration received or the fair | |
value of the equity instrument issued, whichever is more reliably measurable. | |
The measurement date used to determine the fair value of the equity instrument | |
issued is the earlier of the date on which the performance is complete or the | |
date on which it is probable that performance will occur. If shares of the | |
Company are thinly traded the use of share prices established in the Company's | |
most recent private placement memorandum ("PPM"), or weekly or monthly price | |
observations would generally be more appropriate than the use of daily price | |
observations as such shares could be artificially inflated due to a larger | |
spread between the bid and asked quotes and lack of consistent trading in the | |
market. | |
The fair value of share options and similar instruments is estimated on the date | |
of grant using a Black-Scholes option-pricing valuation model. The ranges of | |
assumptions for inputs are as follows: | |
* Expected term of share options and similar instruments: Pursuant to | |
Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards | |
Codification the expected term of share options and similar instruments | |
represents the period of time the options and similar instruments are | |
expected to be outstanding taking into consideration of the contractual | |
term of the instruments and holder's expected exercise behavior into the | |
fair value (or calculated value) of the instruments. The Company uses | |
historical data to estimate holder's expected exercise behavior. If the | |
Company is a newly formed corporation or shares of the Company are thinly | |
traded the contractual term of the share options and similar instruments is | |
used as the expected term of share options and similar instruments as the | |
Company does not have sufficient historical exercise data to provide a | |
reasonable basis upon which to estimate expected term. | |
* Expected volatility of the entity's shares and the method used to estimate | |
it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or | |
nonpublic entity that uses the calculated value method shall disclose the | |
reasons why it is not practicable for the Company to estimate the expected | |
volatility of its share price, the appropriate industry sector index that | |
it has selected, the reasons for selecting that particular index, and how | |
it has calculated historical volatility using that index. The Company uses | |
the average historical volatility of the comparable companies over the | |
expected contractual life of the share options or similar instruments as | |
its expected volatility. If shares of a company are thinly traded the use | |
of weekly or monthly price observations would generally be more appropriate | |
than the use of daily price observations as the volatility calculation | |
using daily observations for such shares could be artificially inflated due | |
to a larger spread between the bid and asked quotes and lack of consistent | |
trading in the market. | |
* Expected annual rate of quarterly dividends. An entity that uses a method | |
that employs different dividend rates during the contractual term shall | |
disclose the range of expected dividends used and the weighted-average | |
expected dividends. The expected dividend yield is based on the Company's | |
current dividend yield as the best estimate of projected dividend yield for | |
periods within the expected term of the share options and similar | |
instruments. | |
* Risk-free rate(s). An entity that uses a method that employs different | |
risk-free rates shall disclose the range of risk-free rates used. The | |
risk-free interest rate is based on the U.S. Treasury yield curve in effect | |
at the time of grant for periods within the expected term of the share | |
options and similar instruments. | |
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity | |
instruments are issued at the date the grantor and grantee enter into an | |
agreement for goods or services (no specific performance is required by the | |
grantee to retain those equity instruments), then, because of the elimination of | |
any obligation on the part of the counterparty to earn the equity instruments, a | |
measurement date has been reached. A grantor shall recognize the equity | |
instruments when they are issued (in most cases, when the agreement is entered | |
into). Whether the corresponding cost is an immediate expense or a prepaid asset | |
(or whether the debit should be characterized as contra-equity under the | |
requirements of paragraph 505-50-45-1) depends on the specific facts and | |
circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude | |
that an asset (other than a note or a receivable) has been received in return | |
for fully vested, non-forfeitable equity instruments that are issued at the date | |
the grantor and grantee enter into an agreement for goods or services (and no | |
specific performance is required by the grantee in order to retain those equity | |
instruments). Such an asset shall not be displayed as contra-equity by the | |
grantor of the equity instruments. The transferability (or lack thereof) of the | |
equity instruments shall not affect the balance sheet display of the asset. This | |
guidance is limited to transactions in which equity instruments are transferred | |
to other than employees in exchange for goods or services. Section 505-50-30 | |
provides guidance on the determination of the measurement date for transactions | |
that are within the scope of this Subtopic. | |
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully | |
vested, non-forfeitable equity instruments that are exercisable by the grantee | |
only after a specified period of time if the terms of the agreement provide for | |
earlier exercisability if the grantee achieves specified performance conditions. | |
Any measured cost of the transaction shall be recognized in the same period(s) | |
and in the same manner as if the entity had paid cash for the goods or services | |
or used cash rebates as a sales discount instead of paying with, or using, the | |
equity instruments. A recognized asset, expense, or sales discount shall not be | |
reversed if a stock option that the counterparty has the right to exercise | |
expires unexercised. | |
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to | |
receive future services in exchange for unvested, forfeitable equity | |
instruments, those equity instruments are treated as unissued for accounting | |
purposes until the future services are received (that is, the instruments are | |
not considered issued until they vest). Consequently, there would be no | |
recognition at the measurement date and no entry should be recorded. | |
INCOME TAX PROVISION | |
The Company accounts for income taxes under Section 740-10-30 of the FASB | |
Accounting Standards Codification, which requires recognition of deferred tax | |
assets and liabilities for the expected future tax consequences of events that | |
have been included in the financial statements or tax returns. Under this | |
method, deferred tax assets and liabilities are based on the differences between | |
the financial statement and tax bases of assets and liabilities using enacted | |
tax rates in effect for the fiscal year in which the differences are expected to | |
reverse. Deferred tax assets are reduced by a valuation allowance to the extent | |
management concludes it is more likely than not that the assets will not be | |
realized. Deferred tax assets and liabilities are measured using enacted tax | |
rates expected to apply to taxable income in the fiscal years in which those | |
temporary differences are expected to be recovered or settled. The effect on | |
deferred tax assets and liabilities of a change in tax rates is recognized in | |
the Statements of Income and Comprehensive Income in the period that includes | |
the enactment date. | |
The Company adopted section 740-10-25 of the FASB Accounting Standards | |
Codification ("Section 740-10-25") with regards to uncertainty income taxes. | |
Section 740-10-25 addresses the determination of whether tax benefits claimed or | |
expected to be claimed on a tax return should be recorded in the financial | |
statements. Under Section 740-10-25, the Company may recognize the tax benefit | |
from an uncertain tax position only if it is more likely than not that the tax | |
position will be sustained on examination by the taxing authorities, based on | |
the technical merits of the position. The tax benefits recognized in the | |
financial statements from such a position should be measured based on the | |
largest benefit that has a greater than fifty percent (50%) likelihood of being | |
realized upon ultimate settlement. Section 740-10-25 also provides guidance on | |
de-recognition, classification, interest and penalties on income taxes, | |
accounting in interim periods and requires increased disclosures. | |
The estimated future tax effects of temporary differences between the tax basis | |
of assets and liabilities are reported in the accompanying consolidated balance | |
sheets, as well as tax credit carry-backs and carry-forwards. The Company | |
periodically reviews the recoverability of deferred tax assets recorded on its | |
consolidated balance sheets and provides valuation allowances as management | |
deems necessary. | |
Management makes judgments as to the interpretation of the tax laws that might | |
be challenged upon an audit and cause changes to previous estimates of tax | |
liability. In addition, the Company operates within multiple taxing | |
jurisdictions and is subject to audit in these jurisdictions. In management's | |
opinion, adequate provisions for income taxes have been made for all years. If | |
actual taxable income by tax jurisdiction varies from estimates, additional | |
allowances or reversals of reserves may be necessary. | |
UNCERTAIN TAX POSITIONS | |
The Company did not take any uncertain tax positions and had no adjustments to | |
unrecognized income tax liabilities or benefits pursuant to the provisions of | |
Section 740-10-25 for the interim period ended October 31, 2013 or 2012. | |
LIMITATION ON UTILIZATION OF NOLS DUE TO CHANGE IN CONTROL | |
Pursuant to the Internal Revenue Code Section 382 ("Section 382"), certain | |
ownership changes may subject the NOL's to annual limitations which could reduce | |
or defer the NOL. Section 382 imposes limitations on a corporation's ability to | |
utilize NOLs if it experiences an "ownership change." In general terms, an | |
ownership change may result from transactions increasing the ownership of | |
certain stockholders in the stock of a corporation by more than 50 percentage | |
points over a three-year period. In the event of an ownership change, | |
utilization of the NOLs would be subject to an annual limitation under Section | |
382 determined by multiplying the value of its stock at the time of the | |
ownership change by the applicable long-term tax-exempt rate. Any unused annual | |
limitation may be carried over to later years. The imposition of this limitation | |
on its ability to use the NOLs to offset future taxable income could cause the | |
Company to pay U.S. federal income taxes earlier than if such limitation were | |
not in effect and could cause such NOLs to expire unused, reducing or | |
eliminating the benefit of such NOLs. | |
NET INCOME (LOSS) PER COMMON SHARE | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of | |
the FASB Accounting Standards Codification. Basic net income (loss) per common | |
share is computed by dividing net income (loss) by the weighted average number | |
of shares of common stock outstanding during the period. Diluted net income | |
(loss) per common share is computed by dividing net income (loss) by the | |
weighted average number of shares of common stock and potentially outstanding | |
shares of common stock during the period to reflect the potential dilution that | |
could occur from common shares issuable through stock options and warrants. | |
There were no potentially outstanding dilutive common shares for the interim | |
period ended October 31, 2013 or 2012. | |
CASH FLOWS REPORTING | |
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards | |
Codification for cash flows reporting, classifies cash receipts and payments | |
according to whether they stem from operating, investing, or financing | |
activities and provides definitions of each category, and uses the indirect or | |
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 | |
of the FASB Accounting Standards Codification to report net cash flow from | |
operating activities by adjusting net income to reconcile it to net cash flow | |
from operating activities by removing the effects of (a) all deferrals of past | |
operating cash receipts and payments and all accruals of expected future | |
operating cash receipts and payments and (b) all items that are included in net | |
income that do not affect operating cash receipts and payments. The Company | |
reports the reporting currency equivalent of foreign currency cash flows, using | |
the current exchange rate at the time of the cash flows and the effect of | |
exchange rate changes on cash held in foreign currencies is reported as a | |
separate item in the reconciliation of beginning and ending balances of cash and | |
cash equivalents and separately provides information about investing and | |
financing activities not resulting in cash receipts or payments in the period | |
pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards | |
Codification. | |
SUBSEQUENT EVENTS | |
The Company follows the guidance in Section 855-10-50 of the FASB Accounting | |
Standards Codification for the disclosure of subsequent events. The Company will | |
evaluate subsequent events through the date when the financial statements were | |
issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, | |
the Company as an SEC filer considers its financial statements issued when they | |
are widely distributed to users, such as through filing them on EDGAR. | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In January 2013, the FASB issued ASU No. 2013-01, "BALANCE SHEET (TOPIC 210): | |
CLARIFYING THE SCOPE OF DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES". | |
This ASU clarifies that the scope of ASU No. 2011-11, "BALANCE SHEET (TOPIC | |
210): DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES." applies only to | |
derivatives, repurchase agreements and reverse purchase agreements, and | |
securities borrowing and securities lending transactions that are either offset | |
in accordance with specific criteria contained in FASB Accounting Standards | |
Codification or subject to a master netting arrangement or similar agreement. | |
The amendments in this ASU are effective for fiscal years, and interim periods | |
within those years, beginning on or after January 1, 2013. | |
In February 2013, the FASB issued ASU No. 2013-02, "COMPREHENSIVE INCOME (TOPIC | |
220): REPORTING OF AMOUNTS RECLASSIFIED OUT OF ACCUMULATED OTHER COMPREHENSIVE | |
INCOME." The ASU adds new disclosure requirements for items reclassified out of | |
accumulated other comprehensive income by component and their corresponding | |
effect on net income. The ASU is effective for public entities for fiscal years | |
beginning after December 15, 2013. | |
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU | |
No. 2013-04, "LIABILITIES (TOPIC 405): OBLIGATIONS RESULTING FROM JOINT AND | |
SEVERAL LIABILITY ARRANGEMENTS FOR WHICH THE TOTAL AMOUNT OF THE OBLIGATION IS | |
FIXED AT THE REPORTING DATE." This ASU addresses the recognition, measurement, | |
and disclosure of certain obligations resulting from joint and several | |
arrangements including debt arrangements, other contractual obligations, and | |
settled litigation and judicial rulings. The ASU is effective for public | |
entities for fiscal years, and interim periods within those years, beginning | |
after December 15, 2013. | |
In March 2013, the FASB issued ASU No. 2013-05, "FOREIGN CURRENCY MATTERS (TOPIC | |
830): PARENT'S ACCOUNTING FOR THE CUMULATIVE TRANSLATION ADJUSTMENT UPON | |
DERECOGNITION OF CERTAIN SUBSIDIARIES OR GROUPS OF ASSETS WITHIN A FOREIGN | |
ENTITY OR OF AN INVESTMENT IN A FOREIGN ENTITY." This ASU addresses the | |
accounting for the cumulative translation adjustment when a parent either sells | |
a part or all of its investment in a foreign entity or no longer holds a | |
controlling financial interest in a subsidiary or group of assets that is a | |
nonprofit activity or a business within a foreign entity. The guidance outlines | |
the events when cumulative translation adjustments should be released into net | |
income and is intended by FASB to eliminate some disparity in current accounting | |
practice. This ASU is effective prospectively for fiscal years, and interim | |
periods within those years, beginning after December 15, 2013. | |
In March 2013, the FASB issued ASU 2013-07, "PRESENTATION OF FINANCIAL | |
STATEMENTS (TOPIC 205): LIQUIDATION BASIS OF ACCOUNTING." The amendments require | |
an entity to prepare its financial statements using the liquidation basis of | |
accounting when liquidation is imminent. Liquidation is imminent when the | |
likelihood is remote that the entity will return from liquidation and either (a) | |
a plan for liquidation is approved by the person or persons with the authority | |
to make such a plan effective and the likelihood is remote that the execution of | |
the plan will be blocked by other parties or (b) a plan for liquidation is being | |
imposed by other forces (for example, involuntary bankruptcy). If a plan for | |
liquidation was specified in the entity's governing documents from the entity's | |
inception (for example, limited-life entities), the entity should apply the | |
liquidation basis of accounting only if the approved plan for liquidation | |
differs from the plan for liquidation that was specified at the entity's | |
inception. The amendments require financial statements prepared using the | |
liquidation basis of accounting to present relevant information about an | |
entity's expected resources in liquidation by measuring and presenting assets at | |
the amount of the expected cash proceeds from liquidation. The entity should | |
include in its presentation of assets any items it had not previously recognized | |
under U.S. GAAP but that it expects to either sell in liquidation or use in | |
settling liabilities (for example, trademarks). The amendments are effective for | |
entities that determine liquidation is imminent during annual reporting periods | |
beginning after December 15, 2013, and interim reporting periods therein. | |
Entities should apply the requirements prospectively from the day that | |
liquidation becomes imminent. Early adoption is permitted. | |
Management does not believe that any other recently issued, but not yet | |
effective accounting pronouncements, if adopted, would have a material effect on | |
the accompanying consolidated financial statements. | |
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
Oct. 31, 2013 | |
GOING CONCERN | ' |
GOING CONCERN | ' |
NOTE 3 - GOING CONCERN | |
The financial statements have been prepared assuming that the Company will | |
continue as a going concern, which contemplates continuity of operations, | |
realization of assets, and liquidation of liabilities in the normal course of | |
business. | |
As reflected in the financial statements, the Company had a deficit accumulated | |
during the exploration stage at October 31, 2013, a net loss and net cash used | |
in operating activities for the interim period then ended, respectively. These | |
factors raise substantial doubt about the Company's ability to continue as a | |
going concern. | |
The Company is attempting to commence exploration and generate revenue, however | |
the Company's cash position may not be sufficient to support the Company's daily | |
operations. While the Company believes in the viability of its strategy to | |
commence operations and generate sufficient revenue and in its ability to raise | |
additional funds, there can be no assurances to that effect. The ability of the | |
Company to continue as a going concern is dependent upon the Company's ability | |
to further implement its business plan and generate sufficient revenue and its | |
ability to raise additional funds by way of a public or private offering. | |
The financial statements do not include any adjustments related to the | |
recoverability and classification of recorded asset amounts or the amounts and | |
classification of liabilities that might be necessary should the Company be | |
unable to continue as a going concern. | |
MINERAL_PROPERTIES
MINERAL PROPERTIES | 9 Months Ended |
Oct. 31, 2013 | |
MINERAL PROPERTIES | ' |
MINERAL PROPERTIES | ' |
NOTE 4 - MINERAL PROPERTIES | |
CHERRY CREEK CLAIM | |
Effective January 31, 2013, Tungsten signed an Option Agreement with Viscount | |
Nevada Holdings Ltd. ("Viscount") to acquire an undivided 100% right, title and | |
interest in and to all Tungsten located in certain mining claims ("Cherry Creek | |
claim") in the State of Nevada. The Option shall be in good standing and | |
exercisable by Tungsten by paying the following amounts on or before: (i) | |
$150,000 to Viscount on or before April 15, 2013; (ii) $100,000 to Viscount on | |
or before February 15, 2014; (iii) $50,000 to Viscount on or before February 15, | |
2015; and (iv) paying all such property tax payments as may be required to | |
maintain the mineral claims in good standing. | |
In addition, Tungsten shall use commercially reasonable efforts to incur the | |
following annual work commitments as currently recommended and agreed to by the | |
parties: (i) exploration expenditures on the property of $250,000 on or before | |
the first anniversary of the execution of this Agreement; (ii) exploration | |
expenditures on the property of $250,000 on or before the second anniversary of | |
the execution of this Agreement; and (iii) exploration expenditures on the | |
property of $1,000,000 on or before the third anniversary of the execution of | |
the Agreement. | |
On April 11, 2013, the Company made the first payment of $150,000. | |
IDAHO CLAIM | |
On April 19, 2013, the Company entered into a purchase agreement (the | |
"Agreement") with Monfort Ventures Ltd. ("Monfort"), pursuant to which the | |
Company acquired title to certain unpatented pacer mining claims located in | |
Custer County, Idaho (the "Property") upon issuance by the Company of 3,000,000 | |
shares of its common stock to Monfort (the "Shares") valued at $0.25 per share, | |
the most recent PPM price, or $750,000. | |
Mineral properties consisted of the following: | |
October 31, 2013 January 31, 2013 | |
---------------- ---------------- | |
Cherry Creek Claim $174,013 $ 21,291 | |
Idaho Claim 750,000 -- | |
-------- -------- | |
Total $924,013 $ 21,291 | |
===nbsp; ===/pre> | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Oct. 31, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 5 - RELATED PARTY TRANSACTIONS | |
FREE OFFICE SPACE | |
The Company has been provided office space by its Chief Executive Officer at no | |
cost. The management determined that such cost is nominal and did not recognize | |
the rent expense in its financial statements. | |
ADVANCES FROM STOCKHOLDER | |
From time to time, stockholders of the Company advance funds to the Company for | |
working capital purpose. Those advances are unsecured, non-interest bearing and | |
due on demand. | |
Advances from stockholder consisted of the following: | |
October 31, 2013 January 31, 2013 | |
---------------- ---------------- | |
Advances from stockholders $ 99,951 $ 23,000 | |
-------- -------- | |
Total $ 99,951 $ 23,000 | |
===nbsp; ===/pre> | |
STOCKHOLDERS_EQUITY_DEFICIT
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Oct. 31, 2013 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ' |
STOCKHOLDERS' EQUITY (DEFICIT) | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) | |
SHARES AUTHORIZED | |
Upon formation the total number of shares of common stock which the Company is | |
authorized to issue is Fifty Million (50,000,000) shares, par value $0.001 per | |
share. | |
On March 9, 2012 the Board of Directors and the consenting stockholders adopted | |
and approved a resolution to effectuate an amendment to the Company's Articles | |
of Incorporation to (i) increase the number of shares of authorized common stock | |
from 50,000,000 to 300,000,000; (ii) create 25,000,000 shares of "blank check" | |
preferred stock with a par value of $0.0001 per share and (iii) decrease the par | |
value of common stock from $0.001 per share to $0.0001 per share. | |
COMMON STOCK | |
On April 8, 2013, concurrent with the closing of the reverse merger, the Company | |
closed a private placement of 2,000,000 shares at $0.25 per share for an | |
aggregate of $500,000 in subscription receivable, $250,000 of which was received | |
upon closing of the private placement while the remaining $250,000 was received | |
on May 24, 2013 and May 28, 2013. | |
Immediately after the reverse merger and the private placement the Company had | |
71,000,000 issued and outstanding common shares. | |
The Company has entered into lock up agreements with each of Messrs. Martin and | |
Oliver in regards to the aggregate of 3,000,000 shares of the common stock that | |
each hold (the "Lock Up Agreements"). Pursuant to the terms of the Lock Up | |
Agreements, in regards to their respective 3,000,000 shares of common stock, | |
1,000,000 shares have been released concurrent with the closing of the | |
Transaction, and 1,000,000 shares shall be released on each anniversary | |
thereafter. | |
On April 19, 2013, the Company cancelled 6,000,000 shares, in the aggregate, of | |
the Company's common stock that was held by two shareholders. | |
On April 19, 2013, the Company entered into a purchase agreement (the | |
"Agreement") with Monfort Ventures Ltd. ("Monfort"), pursuant to which the | |
Company acquired title to certain unpatented pacer mining claims located in | |
Custer County, Idaho (the "Property") upon issuance by the Company of 3,000,000 | |
shares of its common stock to Monfort (the "Shares"). | |
On May 13, 2013, the Company entered into a Restricted Stock Award Agreement | |
(the "Agreement") with Joseph P. Galda, pursuant to which Mr. Galda was granted | |
750,000 shares of restricted common stock of the Company (the "Restricted | |
Shares") in consideration for services to be rendered to the Company by Mr. | |
Galda as a director of the Company. The Restricted Shares will vest over a three | |
(3) year period at the rate of 62,500 shares of common stock per quarter, with | |
the first portion of the Restricted Shares vesting on June 30, 2013 and all the | |
Restricted Shares vesting by March 31, 2016. Under the Agreement, all unvested | |
Restricted Shares shall vest upon a "change in control," as defined in the | |
Agreement. According to the Agreement, the vesting of the Restricted Shares is | |
subject to Mr. Galda's continuous service to the Company as a director. In the | |
event that the Board of Directors of the Company determines that Mr. Galda has | |
committed certain acts of misconduct, Mr. Galda will not be entitled to the | |
Restricted Shares. Mr. Galda also made certain representations to the Company in | |
connection with the restricted stock award, including representations relating | |
to this ability to bear economic risk, the sufficiency of information received, | |
his level of sophistication in financial and business matters, and his purpose | |
for acquiring the Restricted Shares. These shares were valued at $0.81 per | |
share, the close price on the date of grant, or $607,500 and were amortized over | |
the vesting period, or $50,625 per quarter which was included in | |
Officer/Directors' compensation. For the reporting period ended October 31, 2013 | |
the Company recognized $101,250 in equity based compensation under this | |
Agreement. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Oct. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | |
EMPLOYMENT AGREEMENTS | |
On July 9, 2013, Tungsten Corp. (the "Company") entered into employment | |
agreements with Guy Martin and Douglas Oliver (the "Employment Agreements"), | |
effective as of July 1, 2013, which replace the previously existing Consulting | |
Agreements between Messrs. Martin and Oliver and the Company, which became | |
effective on April 8, 2013 (the "Consulting Agreements"). | |
The Employment Agreements provide for Mr. Martin's continued employment as | |
President and Chief Executive Officer of the Company for a term of two years, | |
subject to certain termination rights, during which time he will receive a | |
monthly base salary at the rate of $5,000; and Mr. Oliver's continued employment | |
as Vice President of Exploration of the Company for a term of two years, subject | |
to certain termination rights, during which time he will receive a monthly base | |
salary at the rate of $4,000. The Employment Agreements shall be automatically | |
extended for additional one year terms unless either the Company or Messrs. | |
Martin and Oliver provide written notice of their intent not to renew the | |
agreement at least sixty days prior to the expiration of a term. | |
In addition, Messrs. Martin and Oliver are entitled, at the sole and absolute | |
discretion of the Compensation Committee of the Company's Board of Directors, to | |
receive performance bonuses, which may be based upon a variety of factors. | |
Messrs. Martin and Oliver will also be entitled to participate in all employee | |
benefit plans or programs of the Company to the extent that their positions, | |
title, tenure, salary, age, health and other qualifications make them eligible | |
to participate in accordance with the terms of the applicable plans or programs. | |
The Company intends to implement an employee stock option plan, and Messrs. | |
Martin and Oliver shall be eligible to receive awards of stock options, | |
restricted stock, restricted stock units, stock appreciation rights, performance | |
units and performance shares or other equity awards pursuant to the employee | |
stock option plan or any other arrangements the Company may have in effect from | |
time to time. The Board or the Committee will determine in its discretion the | |
amount of any such award to Messrs. Martin and Oliver in accordance with the | |
terms of the employee stock option plan in effect at the time of grant. | |
The Employment Agreements contain a non-competition covenant and | |
non-interference (relating to the Company's customers) and non-solicitation | |
(relating to the Company's employees) provisions effective during the term of | |
their employment and for a period of six months after termination with respect | |
to the non-competition covenant and for a period of twenty four months after | |
termination with respect to the non-interference and non-solicitation provisions | |
of the Employment Agreements. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Oct. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 8 - SUBSEQUENT EVENTS | |
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. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Oct. 31, 2013 | |
SIGNIFICANT ACCOUNTING POLICIES | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
The accompanying unaudited interim financial statements and related notes have | |
been prepared in accordance with accounting principles generally accepted in the | |
United States of America ("U.S. GAAP") for interim financial information, and | |
with the rules and regulations of the United States Securities and Exchange | |
Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, | |
they do not include all of the information and footnotes required by U.S. GAAP | |
for complete financial statements. The unaudited interim financial statements | |
furnished reflect all adjustments (consisting of normal recurring accruals) | |
which are, in the opinion of management, necessary to a fair statement of the | |
results for the interim periods presented. Interim results are not necessarily | |
indicative of the results for the full year. These unaudited interim financial | |
statements should be read in conjunction with the financial statements of Nevada | |
Tungsten Holdings Ltd. for the period from October 30, 2012 (inception) through | |
January 31, 2013 and notes thereto contained in the Company's Current Report on | |
Form 8-K filed with the SEC on April 10, 2013. | |
EXPLORATION STAGE COMPANY | ' |
EXPLORATION STAGE COMPANY | |
The Company is an exploration stage company as defined by section 915-10-20 of | |
the Financial Accounting Standards Board ("FASB") Accounting Standards | |
Codification. The Company is devoting substantially all of its efforts to | |
establishing the business and its planned principal operations have not | |
commenced. All losses accumulated since inception, have been considered as part | |
of the Company's exploration stage activities. | |
FISCAL YEAR-END Policy | ' |
FISCAL YEAR-END | |
The Company elected January 31st as its fiscal year ending date. | |
PRINCIPLES OF CONSOLIDATION | ' |
PRINCIPLES OF CONSOLIDATION | |
The Company applies the guidance of Topic 810 "CONSOLIDATION" of the FASB | |
Accounting Standards Codification to determine whether and how to consolidate | |
another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned | |
subsidiaries--all entities in which a parent has a controlling financial | |
interest--shall be consolidated except (1) when control does not rest with the | |
parent, the majority owner; (2) if the parent is a broker-dealer within the | |
scope of Topic 940 and control is likely to be temporary; (3) consolidation by | |
an investment company within the scope of Topic 946 of a non-investment-company | |
investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a | |
controlling financial interest is ownership of a majority voting interest, and, | |
therefore, as a general rule ownership by one reporting entity, directly or | |
indirectly, of more than 50 percent of the outstanding voting shares of another | |
entity is a condition pointing toward consolidation. The power to control may | |
also exist with a lesser percentage of ownership, for example, by contract, | |
lease, agreement with other stockholders, or by court decree. The Company | |
consolidates all less-than-majority-owned subsidiaries, if any, in which the | |
parent's power to control exists. | |
The Company's consolidated subsidiary and/or entity is as follows: | |
Date of incorporation | |
or formation | |
Name of consolidated State or other jurisdiction of (date of acquisition, | |
subsidiary or entity incorporation or organization if applicable) Attributable interest | |
-------------------- ----------------------------- -------------- --------------------- | |
Nevada Tungsten Holdings Ltd. The State of Nevada October 30, 2012 100% | |
(April 8, 2013) | |
The consolidated financial statements include all accounts of the Company as of | |
October 31, 2013 and for the period from April 8, 2013 (date of acquisition) | |
through October 31, 2013; and Nevada Tungsten Holdings Ltd. as of October 31, | |
2013 and 2012, for the interim period ended October 31, 2013, for the period | |
from October 30, 2012 (inception) through October 31, 2012; and for the period | |
from October 30, 2012 (inception) through October 31, 2013. | |
All inter-company balances and transactions have been eliminated. | |
USE OF ESTIMATES AND ASSUMPTIONS | ' |
USE OF ESTIMATES AND ASSUMPTIONS AND CRITICAL ACCOUNTING ESTIMATES AND | |
ASSUMPTIONS | |
The preparation of financial statements in conformity with accounting principles | |
generally accepted in the United States of America requires management to make | |
estimates and assumptions that affect the reported amounts of assets and | |
liabilities and disclosure of contingent assets and liabilities at the date(s) | |
of the financial statements and the reported amounts of revenues and expenses | |
during the reporting period(s). | |
Critical accounting estimates are estimates for which (a) the nature of the | |
estimate is material due to the levels of subjectivity and judgment necessary to | |
account for highly uncertain matters or the susceptibility of such matters to | |
change and (b) the impact of the estimate on financial condition or operating | |
performance is material. The Company's critical accounting estimates and | |
assumptions affecting the financial statements were: | |
(i) ASSUMPTION AS A GOING CONCERN: Management assumes that the Company | |
will continue as a going concern, which contemplates continuity of | |
operations, realization of assets, and liquidation of liabilities in | |
the normal course of business; | |
(ii) VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS: Management assumes that | |
the realization of the Company's net deferred tax assets resulting | |
from its net operating loss ("NOL") carry-forwards for Federal income | |
tax purposes that may be offset against future taxable income was not | |
considered more likely than not and accordingly, the potential tax | |
benefits of the net loss carry-forwards are offset by a full valuation | |
allowance. Management made this assumption based on (a) the Company | |
has incurred recurring losses, (b) general economic conditions, and | |
(c) its ability to raise additional funds to support its daily | |
operations by way of a public or private offering, among other | |
factors. | |
These significant accounting estimates or assumptions bear the risk of change | |
due to the fact that there are uncertainties attached to these estimates or | |
assumptions, and certain estimates or assumptions are difficult to measure or | |
value. | |
Management bases its estimates on historical experience and on various | |
assumptions that are believed to be reasonable in relation to the financial | |
statements taken as a whole under the circumstances, the results of which form | |
the basis for making judgments about the carrying values of assets and | |
liabilities that are not readily apparent from other sources. | |
Management regularly evaluates the key factors and assumptions used to develop | |
the estimates utilizing currently available information, changes in facts and | |
circumstances, historical experience and reasonable assumptions. After such | |
evaluations, if deemed appropriate, those estimates are adjusted accordingly. | |
Actual results could differ from those estimates. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards | |
Codification ("Paragraph 820-10-35-37") to measure the fair value of its | |
financial instruments and paragraph 825-10-50-10 of the FASB Accounting | |
Standards Codification for disclosures about fair value of its financial | |
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair | |
value in accounting principles generally accepted in the United States of | |
America (U.S. GAAP), and expands disclosures about fair value measurements. To | |
increase consistency and comparability in fair value measurements and related | |
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which | |
prioritizes the inputs to valuation techniques used to measure fair value into | |
three (3) broad levels. The three (3) levels of fair value hierarchy defined by | |
Paragraph 820-10-35-37 are described below: | |
Level 1 Quoted market prices available in active markets for identical assets | |
or liabilities as of the reporting date. | |
Level 2 Pricing inputs other than quoted prices in active markets included in | |
Level 1, which are either directly or indirectly observable as of the | |
reporting date. | |
Level 3 Pricing inputs that are generally observable inputs and not | |
corroborated by market data. | |
Financial assets are considered Level 3 when their fair values are determined | |
using pricing models, discounted cash flow methodologies or similar techniques | |
and at least one significant model assumption or input is unobservable. | |
The fair value hierarchy gives the highest priority to quoted prices | |
(unadjusted) in active markets for identical assets or liabilities and the | |
lowest priority to unobservable inputs. If the inputs used to measure the | |
financial assets and liabilities fall within more than one level described | |
above, the categorization is based on the lowest level input that is significant | |
to the fair value measurement of the instrument. | |
The carrying amounts of the Company's financial assets and liabilities, such as | |
cash, accounts payable and accrued expenses approximate their fair values | |
because of the short maturity of these instruments. | |
Transactions involving related parties cannot be presumed to be carried out on | |
an arm's-length basis, as the requisite conditions of competitive, free-market | |
dealings may not exist. Representations about transactions with related parties, | |
if made, shall not imply that the related party transactions were consummated on | |
terms equivalent to those that prevail in arm's-length transactions unless such | |
representations can be substantiated. | |
CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS | ' |
CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS | |
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards | |
Codification for its long-lived assets. The Company's long-lived assets, which | |
include mineral properties, are reviewed for impairment whenever events or | |
changes in circumstances indicate that the carrying amount of an asset may not | |
be recoverable. | |
The Company assesses the recoverability of its long-lived assets by comparing | |
the projected undiscounted net cash flows associated with the related long-lived | |
asset or group of long-lived assets over their remaining estimated useful lives | |
against their respective carrying amounts. Impairment, if any, is based on the | |
excess of the carrying amount over the fair value of those assets. Fair value is | |
generally determined using the asset's expected future discounted cash flows or | |
market value, if readily determinable. If long-lived assets are determined to be | |
recoverable, but the newly determined remaining estimated useful lives are | |
shorter than originally estimated, the net book values of the long-lived assets | |
are depreciated over the newly determined remaining estimated useful lives. | |
The Company considers the following to be some examples of important indicators | |
that may trigger an impairment review: (i) significant under-performance or | |
losses of assets relative to expected historical or projected future operating | |
results; (ii) significant changes in the manner or use of assets or in the | |
Company's overall strategy with respect to the manner or use of the acquired | |
assets or changes in the Company's overall business strategy; (iii) significant | |
negative industry or economic trends; (iv) increased competitive pressures; and | |
(v) regulatory changes. The Company evaluates acquired assets for potential | |
impairment indicators at least annually and more frequently upon the occurrence | |
of such events. | |
Management periodically reviews the recoverability of the capitalized mineral | |
properties. Management will take into consideration various information | |
including, but not limited to, historical production records taken from previous | |
mine operations, results of exploration activities conducted to date, estimated | |
future prices and reports and opinions of outside consultants. When a | |
determination has been made that a project or property will be abandoned, or its | |
carrying value has been impaired, a provision is made for any expected loss on | |
the project or property. | |
CASH EQUIVALENTS Policy | ' |
CASH EQUIVALENTS | |
The Company considers all highly liquid investments with a maturity of three | |
months or less when purchased to be cash equivalents. | |
MINERAL PROPERTIES Policy | ' |
MINERAL PROPERTIES | |
The Company follows Section 930 of the FASB Accounting Standards Codification | |
for its mineral properties. Mineral properties and related mineral rights | |
acquisition costs are capitalized pending determination of whether the drilling | |
has found proved reserves. If a mineral ore body is discovered, capitalized | |
costs will be amortized on a unit-of-production basis following the commencement | |
of production. Otherwise, capitalized acquisition costs are expensed when it is | |
determined that the mineral property has no future economic value. General | |
exploration costs and costs to maintain rights and leases, including rights of | |
access to lands for geophysical work and salaries, equipment, and supplies for | |
geologists and geophysical crews are expensed as incurred. When it is determined | |
that a mining deposit can be economically and legally extracted or produced | |
based on established proven and probable reserves, further exploration costs and | |
development costs as well as interest costs relating to exploration and | |
development projects that require greater than six (6) months to be readied for | |
their intended use incurred after such determination will be capitalized. The | |
establishment of proven and probable reserves is based on results of final | |
feasibility studies which indicate whether a property is economically feasible. | |
Upon commencement of commercial production, capitalized costs will be | |
transferred to the appropriate asset categories and amortized on a | |
unit-of-production basis. Capitalized costs, net of salvage values, relating to | |
a deposit which is abandoned or considered uneconomic for the foreseeable future | |
will be written off. The sale of a partial interest in a proved property is | |
accounted for as a cost recovery and no gain or loss is recognized as long as | |
this treatment does not significantly affect the unit-of-production amortization | |
rate. A gain or loss will be recognized for all other sales of proved properties | |
and will be classified in other operating revenues. Maintenance and repairs are | |
charged to expense, and renewals and betterments are capitalized to the | |
appropriate property and equipment accounts. | |
The provision for depreciation, depletion and amortization ("DD&A") of mineral | |
properties will be calculated on a property-by-property basis using the | |
unit-of-production method. Taken into consideration in the calculation of DD&A | |
are estimated future dismantlement, restoration and abandonment costs, which are | |
net of estimated salvage values. Upon becoming fully amortized, the related cost | |
and accumulated amortization are removed from the accounts. | |
To date, the Company has not established the commercial feasibility of any | |
exploration prospects; therefore, all general exploration costs, if any, are | |
being expensed. | |
MINERAL EXPLORATION AND MINE DEVELOPMENT COSTS | ' |
MINERAL EXPLORATION AND MINE DEVELOPMENT COSTS | |
All mineral exploration and pre-extraction expenditures are expensed as incurred | |
until such time the Company exits the Exploration Stage by establishing proven | |
or probable reserves. Mine development costs incurred to develop mineral | |
deposits, to expand the capacity of mines or to develop mine areas substantially | |
in advance of production are capitalized once proven and probable reserves | |
exist, and the property is determined to be a commercially mineable property. | |
Costs incurred to maintain current production or to maintain assets on a standby | |
basis are charged to operations. If the Company does not continue with | |
exploration after the completion of the feasibility study, the cost of mineral | |
rights will be expensed at that time. Costs of abandoned projects, including | |
related property and equipment costs, are charged to mining costs. | |
RESTORATION COSTS (ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS) Policy | ' |
RESTORATION COSTS (ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS) | |
Various federal and state mining laws and regulations require the Company to | |
reclaim the surface areas and restore underground water quality for its mine | |
projects to the pre-existing mine area average quality after the completion of | |
mining. | |
In accordance with ASC 410, Asset Retirement and Environmental Obligations, the | |
Company capitalizes the measured fair value of asset retirement and | |
environmental obligations to mineral rights and properties. ASC 410 requires the | |
Company to record a liability for the present value of the estimated future site | |
restoration and environmental remediation costs with corresponding increase to | |
the carrying amount of the related mineral rights and properties. The asset | |
retirement and environmental obligations are accreted to an undiscounted value | |
until the time at which they are expected to be settled. The accretion expense | |
is charged to earnings and the actual retirement costs are recorded against the | |
asset retirement obligations when incurred. Any difference between the recorded | |
asset retirement obligations and the actual retirement costs incurred will be | |
recorded as a gain or loss in the period of settlement. | |
Environmental expenditures that relate to ongoing environmental and reclamation | |
programs will be charged against statements of operations as incurred or | |
capitalized and amortized depending upon their future economic benefits. Future | |
site restoration and environmental remediation costs, which include extraction | |
equipment removal, site restoration and environmental remediation, are accrued | |
at the end of each reporting period based on management's best estimate of the | |
costs expected to be incurred for each project. Such estimates are determined by | |
the Company's engineering studies which consider the costs of future surface and | |
groundwater activities, current regulations, actual expenses incurred, and | |
technology and industry standards. | |
On a quarterly basis, the Company reviews the assumptions used to estimate the | |
expected cash flows required to settle the asset retirement obligations, | |
including changes in estimated probabilities, amounts and timing of the | |
settlement of the asset retirement and environmental obligations, as well as | |
changes in the legal obligation requirements at each of its mineral projects. | |
Changes in any one or more of these assumptions may cause revision of asset | |
retirement obligations for the corresponding assets. | |
The Company does not currently anticipate any material capital expenditures for | |
site restoration costs and considers the estimated future site restoration costs | |
to be minimal and so the present value of the same at October 31, 2013 as all of | |
its mineral properties are at early stages of exploration. | |
RELATED PARTIES Policy | ' |
RELATED PARTIES | |
The Company follows subtopic 850-10 of the FASB Accounting Standards | |
Codification for the identification of related parties and disclosure of related | |
party transactions. | |
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the | |
Company; b. Entities for which investments in their equity securities would be | |
required, absent the election of the fair value option under the Fair Value | |
Option Subsection of Section 825-10-15, to be accounted for by the equity method | |
by the investing entity; c. trusts for the benefit of employees, such as pension | |
and profit-sharing trusts that are managed by or under the trusteeship of | |
management; d. principal owners of the Company; e. management of the Company; f. | |
other parties with which the Company may deal if one party controls or can | |
significantly influence the management or operating policies of the other to an | |
extent that one of the transacting parties might be prevented from fully | |
pursuing its own separate interests; and g. Other parties that can significantly | |
influence the management or operating policies of the transacting parties or | |
that have an ownership interest in one of the transacting parties and can | |
significantly influence the other to an extent that one or more of the | |
transacting parties might be prevented from fully pursuing its own separate | |
interests. | |
The financial statements shall include disclosures of material related party | |
transactions, other than compensation arrangements, expense allowances, and | |
other similar items in the ordinary course of business. However, disclosure of | |
transactions that are eliminated in the preparation of consolidated or combined | |
financial statements is not required in those statements. The disclosures shall | |
include: a. the nature of the relationship(s) involved; b. a description of the | |
transactions, including transactions to which no amounts or nominal amounts were | |
ascribed, for each of the periods for which income statements are presented, and | |
such other information deemed necessary to an understanding of the effects of | |
the transactions on the financial statements; c. the dollar amounts of | |
transactions for each of the periods for which income statements are presented | |
and the effects of any change in the method of establishing the terms from that | |
used in the preceding period; and d. amounts due from or to related parties as | |
of the date of each balance sheet presented and, if not otherwise apparent, the | |
terms and manner of settlement. | |
COMMITMENT AND CONTINGENCIES Policy | ' |
COMMITMENT AND CONTINGENCIES | |
The Company follows subtopic 450-20 of the FASB Accounting Standards | |
Codification to report accounting for contingencies. Certain conditions may | |
exist as of the date the consolidated financial statements are issued, which may | |
result in a loss to the Company but which will only be resolved when one or more | |
future events occur or fail to occur. The Company assesses such contingent | |
liabilities, and such assessment inherently involves an exercise of judgment. In | |
assessing loss contingencies related to legal proceedings that are pending | |
against the Company or unasserted claims that may result in such proceedings, | |
the Company evaluates the perceived merits of any legal proceedings or | |
unasserted claims as well as the perceived merits of the amount of relief sought | |
or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material | |
loss has been incurred and the amount of the liability can be estimated, then | |
the estimated liability would be accrued in the Company's consolidated financial | |
statements. If the assessment indicates that a potentially material loss | |
contingency is not probable but is reasonably possible, or is probable but | |
cannot be estimated, then the nature of the contingent liability, and an | |
estimate of the range of possible losses, if determinable and material, would be | |
disclosed. | |
Loss contingencies considered remote are generally not disclosed unless they | |
involve guarantees, in which case the guarantees would be disclosed. Management | |
does not believe, based upon information available at this time, that these | |
matters will have a material adverse effect on the Company's consolidated | |
financial position, results of operations or cash flows. However, there is no | |
assurance that such matters will not materially and adversely affect the | |
Company's business, financial position, and results of operations or cash flows. | |
REVENUE RECOGNITION | ' |
REVENUE RECOGNITION | |
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards | |
Codification for revenue recognition. The Company will recognize revenue when it | |
is realized or realizable and earned. The Company considers revenue realized or | |
realizable and earned when all of the following criteria are met: (i) persuasive | |
evidence of an arrangement exists, (ii) the product has been shipped or the | |
services have been rendered to the customer, (iii) the sales price is fixed or | |
determinable, and (iv) collectability is reasonably assured. | |
STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES | ' |
STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES | |
The Company accounts for its stock based compensation in which the Company | |
obtains employee services in share-based payment transactions under the | |
recognition and measurement principles of the fair value recognition provisions | |
of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to | |
paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all | |
transactions in which goods or services are the consideration received for the | |
issuance of equity instruments are accounted for based on the fair value of the | |
consideration received or the fair value of the equity instrument issued, | |
whichever is more reliably measurable. The measurement date used to determine | |
the fair value of the equity instrument issued is the earlier of the date on | |
which the performance is complete or the date on which it is probable that | |
performance will occur. If the Company is a newly formed corporation or shares | |
of the Company are thinly traded the use of share prices established in the | |
Company's most recent private placement memorandum ("PPM"), or weekly or monthly | |
price observations would generally be more appropriate than the use of daily | |
price observations as such shares could be artificially inflated due to a larger | |
spread between the bid and asked quotes and lack of consistent trading in the | |
market. | |
The fair value of share options and similar instruments is estimated on the date | |
of grant using a Black-Scholes option-pricing valuation model. The ranges of | |
assumptions for inputs are as follows: | |
* Expected term of share options and similar instruments: The expected life | |
of options and similar instruments represents the period of time the option | |
and/or warrant are expected to be outstanding. Pursuant to Paragraph | |
718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the | |
expected term of share options and similar instruments represents the | |
period of time the options and similar instruments are expected to be | |
outstanding taking into consideration of the contractual term of the | |
instruments and employees' expected exercise and post-vesting employment | |
termination behavior into the fair value (or calculated value) of the | |
instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to | |
use the SIMPLIFIED METHOD, I.E., EXPECTED TERM =(VESTING TERM + ORIGINAL | |
CONTRACTUAL TERM) / 2), if (i) A company does not have sufficient | |
historical exercise data to provide a reasonable basis upon which to | |
estimate expected term due to the limited period of time its equity shares | |
have been publicly traded; (ii) A company significantly changes the terms | |
of its share option grants or the types of employees that receive share | |
option grants such that its historical exercise data may no longer provide | |
a reasonable basis upon which to estimate expected term; or (iii) A company | |
has or expects to have significant structural changes in its business such | |
that its historical exercise data may no longer provide a reasonable basis | |
upon which to estimate expected term. The Company uses the simplified | |
method to calculate expected term of share options and similar instruments | |
as the company does not have sufficient historical exercise data to provide | |
a reasonable basis upon which to estimate expected term. | |
* Expected volatility of the entity's shares and the method used to estimate | |
it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or | |
nonpublic entity that uses the calculated value method shall disclose the | |
reasons why it is not practicable for the Company to estimate the expected | |
volatility of its share price, the appropriate industry sector index that | |
it has selected, the reasons for selecting that particular index, and how | |
it has calculated historical volatility using that index. The Company uses | |
the average historical volatility of the comparable companies over the | |
expected contractual life of the share options or similar instruments as | |
its expected volatility. If shares of a company are thinly traded the use | |
of weekly or monthly price observations would generally be more appropriate | |
than the use of daily price observations as the volatility calculation | |
using daily observations for such shares could be artificially inflated due | |
to a larger spread between the bid and asked quotes and lack of consistent | |
trading in the market. | |
* Expected annual rate of quarterly dividends. An entity that uses a method | |
that employs different dividend rates during the contractual term shall | |
disclose the range of expected dividends used and the weighted-average | |
expected dividends. The expected dividend yield is based on the Company's | |
current dividend yield as the best estimate of projected dividend yield for | |
periods within the expected term of the share options and similar | |
instruments. | |
* Risk-free rate(s). An entity that uses a method that employs different | |
risk-free rates shall disclose the range of risk-free rates used. The | |
risk-free interest rate is based on the U.S. Treasury yield curve in effect | |
at the time of grant for periods within the expected term of the share | |
options and similar instruments. | |
The Company's policy is to recognize compensation cost for awards with only | |
service conditions and a graded vesting schedule on a straight-line basis over | |
the requisite service period for the entire award. | |
EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES | ' |
EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR | |
SERVICES | |
The Company accounts for equity instruments issued to parties other than | |
employees for acquiring goods or services under guidance of Sub-topic 505-50 of | |
the FASB Accounting Standards Codification ("Sub-topic 505-50"). | |
Pursuant to ASC Section 505-50-30, all transactions in which goods or services | |
are the consideration received for the issuance of equity instruments are | |
accounted for based on the fair value of the consideration received or the fair | |
value of the equity instrument issued, whichever is more reliably measurable. | |
The measurement date used to determine the fair value of the equity instrument | |
issued is the earlier of the date on which the performance is complete or the | |
date on which it is probable that performance will occur. If shares of the | |
Company are thinly traded the use of share prices established in the Company's | |
most recent private placement memorandum ("PPM"), or weekly or monthly price | |
observations would generally be more appropriate than the use of daily price | |
observations as such shares could be artificially inflated due to a larger | |
spread between the bid and asked quotes and lack of consistent trading in the | |
market. | |
The fair value of share options and similar instruments is estimated on the date | |
of grant using a Black-Scholes option-pricing valuation model. The ranges of | |
assumptions for inputs are as follows: | |
* Expected term of share options and similar instruments: Pursuant to | |
Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards | |
Codification the expected term of share options and similar instruments | |
represents the period of time the options and similar instruments are | |
expected to be outstanding taking into consideration of the contractual | |
term of the instruments and holder's expected exercise behavior into the | |
fair value (or calculated value) of the instruments. The Company uses | |
historical data to estimate holder's expected exercise behavior. If the | |
Company is a newly formed corporation or shares of the Company are thinly | |
traded the contractual term of the share options and similar instruments is | |
used as the expected term of share options and similar instruments as the | |
Company does not have sufficient historical exercise data to provide a | |
reasonable basis upon which to estimate expected term. | |
* Expected volatility of the entity's shares and the method used to estimate | |
it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or | |
nonpublic entity that uses the calculated value method shall disclose the | |
reasons why it is not practicable for the Company to estimate the expected | |
volatility of its share price, the appropriate industry sector index that | |
it has selected, the reasons for selecting that particular index, and how | |
it has calculated historical volatility using that index. The Company uses | |
the average historical volatility of the comparable companies over the | |
expected contractual life of the share options or similar instruments as | |
its expected volatility. If shares of a company are thinly traded the use | |
of weekly or monthly price observations would generally be more appropriate | |
than the use of daily price observations as the volatility calculation | |
using daily observations for such shares could be artificially inflated due | |
to a larger spread between the bid and asked quotes and lack of consistent | |
trading in the market. | |
* Expected annual rate of quarterly dividends. An entity that uses a method | |
that employs different dividend rates during the contractual term shall | |
disclose the range of expected dividends used and the weighted-average | |
expected dividends. The expected dividend yield is based on the Company's | |
current dividend yield as the best estimate of projected dividend yield for | |
periods within the expected term of the share options and similar | |
instruments. | |
* Risk-free rate(s). An entity that uses a method that employs different | |
risk-free rates shall disclose the range of risk-free rates used. The | |
risk-free interest rate is based on the U.S. Treasury yield curve in effect | |
at the time of grant for periods within the expected term of the share | |
options and similar instruments. | |
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity | |
instruments are issued at the date the grantor and grantee enter into an | |
agreement for goods or services (no specific performance is required by the | |
grantee to retain those equity instruments), then, because of the elimination of | |
any obligation on the part of the counterparty to earn the equity instruments, a | |
measurement date has been reached. A grantor shall recognize the equity | |
instruments when they are issued (in most cases, when the agreement is entered | |
into). Whether the corresponding cost is an immediate expense or a prepaid asset | |
(or whether the debit should be characterized as contra-equity under the | |
requirements of paragraph 505-50-45-1) depends on the specific facts and | |
circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude | |
that an asset (other than a note or a receivable) has been received in return | |
for fully vested, non-forfeitable equity instruments that are issued at the date | |
the grantor and grantee enter into an agreement for goods or services (and no | |
specific performance is required by the grantee in order to retain those equity | |
instruments). Such an asset shall not be displayed as contra-equity by the | |
grantor of the equity instruments. The transferability (or lack thereof) of the | |
equity instruments shall not affect the balance sheet display of the asset. This | |
guidance is limited to transactions in which equity instruments are transferred | |
to other than employees in exchange for goods or services. Section 505-50-30 | |
provides guidance on the determination of the measurement date for transactions | |
that are within the scope of this Subtopic. | |
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully | |
vested, non-forfeitable equity instruments that are exercisable by the grantee | |
only after a specified period of time if the terms of the agreement provide for | |
earlier exercisability if the grantee achieves specified performance conditions. | |
Any measured cost of the transaction shall be recognized in the same period(s) | |
and in the same manner as if the entity had paid cash for the goods or services | |
or used cash rebates as a sales discount instead of paying with, or using, the | |
equity instruments. A recognized asset, expense, or sales discount shall not be | |
reversed if a stock option that the counterparty has the right to exercise | |
expires unexercised. | |
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to | |
receive future services in exchange for unvested, forfeitable equity | |
instruments, those equity instruments are treated as unissued for accounting | |
purposes until the future services are received (that is, the instruments are | |
not considered issued until they vest). Consequently, there would be no | |
recognition at the measurement date and no entry should be recorded. | |
INCOME TAX PROVISION Policy | ' |
INCOME TAX PROVISION | |
The Company accounts for income taxes under Section 740-10-30 of the FASB | |
Accounting Standards Codification, which requires recognition of deferred tax | |
assets and liabilities for the expected future tax consequences of events that | |
have been included in the financial statements or tax returns. Under this | |
method, deferred tax assets and liabilities are based on the differences between | |
the financial statement and tax bases of assets and liabilities using enacted | |
tax rates in effect for the fiscal year in which the differences are expected to | |
reverse. Deferred tax assets are reduced by a valuation allowance to the extent | |
management concludes it is more likely than not that the assets will not be | |
realized. Deferred tax assets and liabilities are measured using enacted tax | |
rates expected to apply to taxable income in the fiscal years in which those | |
temporary differences are expected to be recovered or settled. The effect on | |
deferred tax assets and liabilities of a change in tax rates is recognized in | |
the Statements of Income and Comprehensive Income in the period that includes | |
the enactment date. | |
The Company adopted section 740-10-25 of the FASB Accounting Standards | |
Codification ("Section 740-10-25") with regards to uncertainty income taxes. | |
Section 740-10-25 addresses the determination of whether tax benefits claimed or | |
expected to be claimed on a tax return should be recorded in the financial | |
statements. Under Section 740-10-25, the Company may recognize the tax benefit | |
from an uncertain tax position only if it is more likely than not that the tax | |
position will be sustained on examination by the taxing authorities, based on | |
the technical merits of the position. The tax benefits recognized in the | |
financial statements from such a position should be measured based on the | |
largest benefit that has a greater than fifty percent (50%) likelihood of being | |
realized upon ultimate settlement. Section 740-10-25 also provides guidance on | |
de-recognition, classification, interest and penalties on income taxes, | |
accounting in interim periods and requires increased disclosures. | |
The estimated future tax effects of temporary differences between the tax basis | |
of assets and liabilities are reported in the accompanying consolidated balance | |
sheets, as well as tax credit carry-backs and carry-forwards. The Company | |
periodically reviews the recoverability of deferred tax assets recorded on its | |
consolidated balance sheets and provides valuation allowances as management | |
deems necessary. | |
Management makes judgments as to the interpretation of the tax laws that might | |
be challenged upon an audit and cause changes to previous estimates of tax | |
liability. In addition, the Company operates within multiple taxing | |
jurisdictions and is subject to audit in these jurisdictions. In management's | |
opinion, adequate provisions for income taxes have been made for all years. If | |
actual taxable income by tax jurisdiction varies from estimates, additional | |
allowances or reversals of reserves may be necessary. | |
UNCERTAIN TAX POSITIONS | ' |
UNCERTAIN TAX POSITIONS | |
The Company did not take any uncertain tax positions and had no adjustments to | |
unrecognized income tax liabilities or benefits pursuant to the provisions of | |
Section 740-10-25 for the interim period ended October 31, 2013 or 2012. | |
LIMITATION ON UTILIZATION OF NOLS DUE TO CHANGE IN CONTROL | |
Pursuant to the Internal Revenue Code Section 382 ("Section 382"), certain | |
ownership changes may subject the NOL's to annual limitations which could reduce | |
or defer the NOL. Section 382 imposes limitations on a corporation's ability to | |
utilize NOLs if it experiences an "ownership change." In general terms, an | |
ownership change may result from transactions increasing the ownership of | |
certain stockholders in the stock of a corporation by more than 50 percentage | |
points over a three-year period. In the event of an ownership change, | |
utilization of the NOLs would be subject to an annual limitation under Section | |
382 determined by multiplying the value of its stock at the time of the | |
ownership change by the applicable long-term tax-exempt rate. Any unused annual | |
limitation may be carried over to later years. The imposition of this limitation | |
on its ability to use the NOLs to offset future taxable income could cause the | |
Company to pay U.S. federal income taxes earlier than if such limitation were | |
not in effect and could cause such NOLs to expire unused, reducing or | |
eliminating the benefit of such NOLs. | |
NET INCOME (LOSS) PER COMMON SHARE Policy | ' |
NET INCOME (LOSS) PER COMMON SHARE | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of | |
the FASB Accounting Standards Codification. Basic net income (loss) per common | |
share is computed by dividing net income (loss) by the weighted average number | |
of shares of common stock outstanding during the period. Diluted net income | |
(loss) per common share is computed by dividing net income (loss) by the | |
weighted average number of shares of common stock and potentially outstanding | |
shares of common stock during the period to reflect the potential dilution that | |
could occur from common shares issuable through stock options and warrants. | |
There were no potentially outstanding dilutive common shares for the interim | |
period ended October 31, 2013 or 2012. | |
CASH FLOWS REPORTING Policy | ' |
CASH FLOWS REPORTING | |
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards | |
Codification for cash flows reporting, classifies cash receipts and payments | |
according to whether they stem from operating, investing, or financing | |
activities and provides definitions of each category, and uses the indirect or | |
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 | |
of the FASB Accounting Standards Codification to report net cash flow from | |
operating activities by adjusting net income to reconcile it to net cash flow | |
from operating activities by removing the effects of (a) all deferrals of past | |
operating cash receipts and payments and all accruals of expected future | |
operating cash receipts and payments and (b) all items that are included in net | |
income that do not affect operating cash receipts and payments. The Company | |
reports the reporting currency equivalent of foreign currency cash flows, using | |
the current exchange rate at the time of the cash flows and the effect of | |
exchange rate changes on cash held in foreign currencies is reported as a | |
separate item in the reconciliation of beginning and ending balances of cash and | |
cash equivalents and separately provides information about investing and | |
financing activities not resulting in cash receipts or payments in the period | |
pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards | |
Codification. | |
SUBSEQUENT EVENTS Policy | ' |
SUBSEQUENT EVENTS | |
The Company follows the guidance in Section 855-10-50 of the FASB Accounting | |
Standards Codification for the disclosure of subsequent events. The Company will | |
evaluate subsequent events through the date when the financial statements were | |
issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, | |
the Company as an SEC filer considers its financial statements issued when they | |
are widely distributed to users, such as through filing them on EDGAR. | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | ' |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In January 2013, the FASB issued ASU No. 2013-01, "BALANCE SHEET (TOPIC 210): | |
CLARIFYING THE SCOPE OF DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES". | |
This ASU clarifies that the scope of ASU No. 2011-11, "BALANCE SHEET (TOPIC | |
210): DISCLOSURES ABOUT OFFSETTING ASSETS AND LIABILITIES." applies only to | |
derivatives, repurchase agreements and reverse purchase agreements, and | |
securities borrowing and securities lending transactions that are either offset | |
in accordance with specific criteria contained in FASB Accounting Standards | |
Codification or subject to a master netting arrangement or similar agreement. | |
The amendments in this ASU are effective for fiscal years, and interim periods | |
within those years, beginning on or after January 1, 2013. | |
In February 2013, the FASB issued ASU No. 2013-02, "COMPREHENSIVE INCOME (TOPIC | |
220): REPORTING OF AMOUNTS RECLASSIFIED OUT OF ACCUMULATED OTHER COMPREHENSIVE | |
INCOME." The ASU adds new disclosure requirements for items reclassified out of | |
accumulated other comprehensive income by component and their corresponding | |
effect on net income. The ASU is effective for public entities for fiscal years | |
beginning after December 15, 2013. | |
In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU | |
No. 2013-04, "LIABILITIES (TOPIC 405): OBLIGATIONS RESULTING FROM JOINT AND | |
SEVERAL LIABILITY ARRANGEMENTS FOR WHICH THE TOTAL AMOUNT OF THE OBLIGATION IS | |
FIXED AT THE REPORTING DATE." This ASU addresses the recognition, measurement, | |
and disclosure of certain obligations resulting from joint and several | |
arrangements including debt arrangements, other contractual obligations, and | |
settled litigation and judicial rulings. The ASU is effective for public | |
entities for fiscal years, and interim periods within those years, beginning | |
after December 15, 2013. | |
In March 2013, the FASB issued ASU No. 2013-05, "FOREIGN CURRENCY MATTERS (TOPIC | |
830): PARENT'S ACCOUNTING FOR THE CUMULATIVE TRANSLATION ADJUSTMENT UPON | |
DERECOGNITION OF CERTAIN SUBSIDIARIES OR GROUPS OF ASSETS WITHIN A FOREIGN | |
ENTITY OR OF AN INVESTMENT IN A FOREIGN ENTITY." This ASU addresses the | |
accounting for the cumulative translation adjustment when a parent either sells | |
a part or all of its investment in a foreign entity or no longer holds a | |
controlling financial interest in a subsidiary or group of assets that is a | |
nonprofit activity or a business within a foreign entity. The guidance outlines | |
the events when cumulative translation adjustments should be released into net | |
income and is intended by FASB to eliminate some disparity in current accounting | |
practice. This ASU is effective prospectively for fiscal years, and interim | |
periods within those years, beginning after December 15, 2013. | |
In March 2013, the FASB issued ASU 2013-07, "PRESENTATION OF FINANCIAL | |
STATEMENTS (TOPIC 205): LIQUIDATION BASIS OF ACCOUNTING." The amendments require | |
an entity to prepare its financial statements using the liquidation basis of | |
accounting when liquidation is imminent. Liquidation is imminent when the | |
likelihood is remote that the entity will return from liquidation and either (a) | |
a plan for liquidation is approved by the person or persons with the authority | |
to make such a plan effective and the likelihood is remote that the execution of | |
the plan will be blocked by other parties or (b) a plan for liquidation is being | |
imposed by other forces (for example, involuntary bankruptcy). If a plan for | |
liquidation was specified in the entity's governing documents from the entity's | |
inception (for example, limited-life entities), the entity should apply the | |
liquidation basis of accounting only if the approved plan for liquidation | |
differs from the plan for liquidation that was specified at the entity's | |
inception. The amendments require financial statements prepared using the | |
liquidation basis of accounting to present relevant information about an | |
entity's expected resources in liquidation by measuring and presenting assets at | |
the amount of the expected cash proceeds from liquidation. The entity should | |
include in its presentation of assets any items it had not previously recognized | |
under U.S. GAAP but that it expects to either sell in liquidation or use in | |
settling liabilities (for example, trademarks). The amendments are effective for | |
entities that determine liquidation is imminent during annual reporting periods | |
beginning after December 15, 2013, and interim reporting periods therein. | |
Entities should apply the requirements prospectively from the day that | |
liquidation becomes imminent. Early adoption is permitted. | |
Management does not believe that any other recently issued, but not yet | |
effective accounting pronouncements, if adopted, would have a material effect on | |
the accompanying consolidated financial statements. | |
Mineral_properties_consisted_o
Mineral properties consisted of the following claims (Tables) | 9 Months Ended |
Oct. 31, 2013 | |
Mineral properties consisted of the following claims: | ' |
Mineral properties consisted of the following claims | ' |
Mineral properties consisted of the following: | |
October 31, 2013 January 31, 2013 | |
---------------- ---------------- | |
Cherry Creek Claim $174,013 $ 21,291 | |
Idaho Claim 750,000 -- | |
-------- -------- | |
Total $924,013 $ 21,291 | |
===nbsp; ===/pre> | |
ADVANCES_FROM_STOCKHOLDER_Tabl
ADVANCES FROM STOCKHOLDER (Tables) | 9 Months Ended |
Oct. 31, 2013 | |
ADVANCES FROM STOCKHOLDER | ' |
ADVANCES FROM STOCKHOLDER | ' |
Advances from stockholder consisted of the following: | |
October 31, 2013 January 31, 2013 | |
---------------- ---------------- | |
Advances from stockholders $ 99,951 $ 23,000 | |
-------- -------- | |
Total $ 99,951 $ 23,000 | |
===nbsp; ===/pre> | |
ORGANIZATION_AND_OPERATIONS_De
ORGANIZATION AND OPERATIONS (Details) (USD $) | Apr. 08, 2013 | Nov. 06, 2012 | Mar. 09, 2012 |
ORGANIZATION AND OPERATIONS CONSISTS OF: | ' | ' | ' |
Increase the number of shares of authorized common stock | ' | ' | 300,000,000 |
Shares of blank check preferred stock | ' | ' | 25,000,000 |
Change the par value of the common stock | ' | ' | $0.00 |
Shares of common stock issued and outstanding | 66,000,000 | 45,600,000 | ' |
Surrendered shares of common stock for cancellation | 3,000,000 | ' | ' |
Issued common shares for the acquisition | 3,000,000 | ' | ' |
Acquisition of issued and outstanding shares of Tungsten | 100.00% | ' | ' |
MINERAL_PROPERTIES_As_Follows_
MINERAL PROPERTIES As Follows (Details) (USD $) | Apr. 11, 2013 | Jan. 31, 2013 |
MINERAL PROPERTIES As Follows: | ' | ' |
Paying amounts on or before April 15, 2013 | ' | $150,000 |
Paying amounts on or before February 15, 2014 | ' | 100,000 |
Paying amounts on or before February 15, 2015 | ' | 50,000 |
Exploration expenditures on the property on or before first anniversary | ' | 250,000 |
Exploration expenditures on the property on or before second anniversary | ' | 250,000 |
Exploration expenditures on the property on or before third anniversary | ' | 1,000,000 |
First payment made | $150,000 | $1,000,000 |
Mineral_properties_consisted_o1
Mineral properties consisted of the following (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Mineral properties consisted of the following: | ' | ' |
Cherry Creek Claim | $174,013 | $21,291 |
Idaho Claim | 750,000 | 0 |
Total Mineral properties | $924,013 | $21,291 |
Advances_from_stockholder_cons
Advances from stockholder consisted of the following (Details) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
Advances from stockholder consisted of as Follows: | ' | ' |
Advances from stockholders. | $99,951 | $23,000 |
Total Advances from stockholders | $99,951 | $23,000 |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (USD $) | Oct. 31, 2013 | 13-May-13 | Apr. 19, 2013 | Apr. 08, 2013 |
EQUITY TRANSACTIONS as Follows: | ' | ' | ' | ' |
Total number of shares of common stock authorized to issue | 50,000,000 | ' | ' | ' |
Total number of shares of common stock authorized to issue par value | $0.00 | ' | ' | ' |
Number of shares of authorized common stock | 300,000,000 | ' | ' | ' |
Closed a private placement shares | ' | ' | ' | 2,000,000 |
Closed a private placement per share | ' | ' | ' | $0.25 |
Private placemen aggregate total | ' | ' | ' | $500,000 |
Reverse merger and the private placement issued and outstanding common shares | ' | ' | ' | 71,000,000 |
Lock up agreements shares of the common stock | ' | ' | ' | 3,000,000 |
Released concurrent with the closing of the Transaction | ' | ' | ' | 1,000,000 |
Cancelled shares common stock | ' | ' | 6,000,000 | ' |
Shares of its common stock to Monfort | ' | ' | 3,000,000 | ' |
Mr. Galda was granted shares of restricted common stock | ' | 750,000 | ' | ' |
Restricted Shares will vest at the rate shares of common stock per quarter | ' | 62,500 | ' | ' |
Shares were valued at per share | ' | $0.81 | ' | ' |
Close price on the date of grant | ' | 607,500 | ' | ' |
Recognized equity based compensation | $101,250 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Apr. 08, 2013 |
Employment Agreements: | ' |
President and Chief Executive Officer receive a monthly base salary | $5,000 |
Vice President of Exploration he will receive a monthly base salary | $4,000 |