Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Feb. 25, 2019 | |
Document and Entity Information: | ||
Entity Registrant Name | JOSHUA GOLD RESOURCES INC. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Entity Central Index Key | 0001475430 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 121,175,276 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 0 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 10,356 | $ 4,105 |
Accounts receivable and other assets | 7,132 | 29,927 |
Notes receivable (Note 9) | 29,698 | 29,698 |
Total Current Assets | 47,186 | 63,730 |
Other Assets | ||
Mineral properties (Note 4) | 1 | 1 |
Total Assets | 47,187 | 63,731 |
Current Liabilities | ||
Accounts payable | 304,322 | 279,038 |
Accrued liabilities | 22,261 | 50,189 |
Advances from stockholders (Note 5) | 294,433 | 210,784 |
Dividends payable (Note 8) | 305,329 | 255,754 |
Due on mineral rights (Note 6) | 37,225 | 37,238 |
Total Liabilities | 963,570 | 833,003 |
Stockholders' Equity | ||
Preference Shares, $0.0001 par value; 100,000,000 shares authorized; 240,000 shares issued and outstanding (December 31, 2017 - 240,000) (Note 8) | 24 | 24 |
Common stock, $0.0001 par value; 400,000,000 shares authorized; 121,041,942 shares issued and outstanding (December 31, 2017 - 121,368,942) (Note 8) | 12,095 | 12,127 |
Additional Paid In Capital (Note 8) | $ 9,095,193 | $ 9,095,173 |
Shares to be Issued (Note 8) | 1,793,530 | 1,632,192 |
Accumulated other comprehensive income | $ 68,244 | $ 60,149 |
Accumulated deficit | (11,885,469) | (11,568,937) |
Total Stockholders' Equity | (916,383) | (769,272) |
Total Liabilities and Stockholders' Equity | $ 47,187 | $ 63,731 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 240,000 | |
Preferred Stock, Shares Outstanding | 240,000 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares Issued | 121,368,942 | |
Common Stock, Shares Outstanding | 121,368,942 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 24 | $ 9,592 | $ 7,360,080 | $ 2,179,736 | $ 7,595 | $ (10,234,228) | $ (677,202) |
Balance, shares at Dec. 31, 2016 | 240,000 | 96,015,496 | |||||
Issuance of stock for cash | $ 70 | 34,936 | 6,667 | $ 41,673 | |||
Issuance of stock for cash, shares | 699,917 | 25,353,446 | |||||
Stock to be issued for settlement of debt | $ 777 | 387,791 | (388,568) | ||||
Stock to be issued for settlement of debt, shares | 7,772,443 | 7,772,443 | |||||
Stock Issued for services | $ 132 | 68,308 | (8,440) | $ 60,000 | |||
Stock Issued for services, shares | 1,318,804 | 1,318,804 | |||||
Stock to be issued for compensation | 100,000 | $ 100,000 | |||||
Stock issued for acquisition of mineral properties | $ 935 | 934,065 | 50,000 | $ 985,000 | |||
Stock issued for acquisition of mineral properties, shares | 9,350,000 | 9,350,000 | |||||
Stock to be issued for compensation | $ 621 | 309,993 | (307,203) | $ 3,411 | |||
Stock to be issued for compensation, shares | 6,212,282 | ||||||
Foreign currency translation | 52,554 | 52,554 | |||||
Net Loss | (1,289,639) | (1,289,639) | |||||
Dividends | (45,069) | (45,069) | |||||
Balance at Dec. 31, 2017 | $ 24 | $ 12,127 | 9,095,173 | 1,632,192 | 60,149 | (11,568,936) | (769,272) |
Balance, shares at Dec. 31, 2017 | 240,000 | 121,368,942 | |||||
Cancelation of Stock | $ (32) | 20 | (11) | ||||
Cancelation of Stock, shares | (327,000) | ||||||
Issuance of stock for cash | 11,338 | ||||||
Issuance of stock for cash, shares | 75,590 | ||||||
Stock to be issued to investors | 11,338 | 11,338 | |||||
Stock to be issued for compensation | 150,000 | 150,000 | |||||
Foreign currency translation | 8,095 | 8,095 | |||||
Net Loss | (266,955) | (266,955) | |||||
Dividends | (49,575) | (49,575) | |||||
Balance at Dec. 31, 2018 | $ 24 | $ 12,095 | $ 9,095,193 | $ 1,793,530 | $ 68,244 | $ (11,885,469) | $ (916,383) |
Balance, shares at Dec. 31, 2018 | 240,000 | 121,041,942 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING EXPENSES | ||
Consulting Fees | $ 162,000 | $ 149,582 |
Professional fees | 79,431 | 88,023 |
General and administrative | 6,349 | 2,446 |
Exploration | 6,979 | 119,808 |
Interest | 11,160 | 9,154 |
Foreign exchange loss | 1,036 | 11,492 |
Deferred premium on flow through shares | (83,325) | |
Loss on impairment of properties | 992,459 | |
TOTAL OPERATING EXPENSES | 266,955 | 1,289,639 |
Net loss | (266,955) | (1,289,639) |
OTHER COMPREHENSIVE INCOME | ||
Foreign currency translation gain | 8,095 | 52,554 |
NET LOSS AND COMPREHENSIVE LOSS | (258,850) | (1,237,089) |
Dividends on Preferred Stock | (49,575) | (45,069) |
NET LOSS ATTRIBUTED TO COMMON SHAREHOLDERS | $ (316,530) | $ (1,334,708) |
LOSS PER SHARE - BASIC AND DILUTED | $ 0.0021 | $ 0.0102 |
WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 121,145,865 | 115,582,874 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATIONS OPERATING ACTIVITIES | ||
Net Loss | $ (266,955) | $ (1,289,639) |
Adjustments for non-cash items: | ||
Accrued interest | 9,154 | |
Loss on impairment of mineral rights | 992,459 | |
Stock issued for services | 60,000 | |
Deferred Premium on flow through shares | (83,325) | |
Stock based compensation | 150,000 | 103,411 |
Adjustments for changes in working capital: | ||
Accounts receivable and other assets | 22,794 | (21,490) |
Accounts payable and accrued liabilities | (2,670) | (25,416) |
NET CASH USED IN OPERATING ACTIVITIES | (96,831) | (254,846) |
FINANCING ACTIVITIES | ||
Advances from stockholders | 83,649 | 85,174 |
Proceeds on issuance of capital stock | 104,928 | |
Proceeds for stock to be issued | 11,338 | 20,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 94,987 | 210,102 |
INVESTING ACTIVITIES | ||
NET CASH USED IN INVESTING ACTIVITIES | ||
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 8,095 | 45,165 |
NET INCREASE IN CASH | 6,251 | 421 |
CASH, BEGINNING OF YEAR | 4,105 | 3,684 |
CASH, END OF YEAR | 10,356 | 4,105 |
SUPPLLEMENTARY CASH FLOW INFORMATION | ||
Stock issuances to acquire mineral properties | $ 985,000 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Joshua Gold Resources Inc. (referred to herein as Joshua, or the Company) was incorporated on July 10, 2009 in the State of Nevada. The Company operates as a mineral exploration business headquartered at 35 Perry Street, Unit 2, and Woodstock, Ontario, Canada. Its principal business activity is the acquisition, exploration and development of mineral property interests in Canada. The Company is considered to be in the exploration stage and substantially all of the Companys efforts are devoted to financing and developing these property interests. The Company has the rights to six mineral properties in Ontario and in the Northwest Territories, Canada. There has been no determination whether the Companys interests in unproven mineral properties contain mineral reserves, which are economically recoverable. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
GOING CONCERN [Abstract] | |
Going Concern | 2. Going Concern The financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operation. The Company has incurred a net loss of $266,955 for the year ended December 31, 2018, and a working capital deficit of $916,384. As an exploration stage entity, the Company has not yet commenced its mining operations and accordingly does not have any revenue. This casts substantial doubt on the Companys ability to continue as a going concern unless it can begin to generate net profit and raise adequate financing. The Company has been seeking additional debt or equity financing to support its operations until it becomes cash flow positive. There can be no assurances that action and plan such as above will be sufficient for the Company to continue operating as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be unable to continue in existence. These adjustments could be material. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting policies followed in the preparation of these financial statements are as follows: Mineral Properties and Exploration and Development Costs The costs of acquiring mineral properties are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Impairment of long-lived assets Long-lived assets that are held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Intangible assets having an indefinite useful life are assessed for impairment annually. The Company evaluates at each balance sheet date whether circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Foreign Currency Translation The Company's accounts have been translated into U.S. dollars in accordance with the provisions of Accounting Standards Codification (ASC) No. 830 Foreign Currency Matters Use of Estimates 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 of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Some of the Company's more significant estimates include those related to going concern, collectability of receivables, and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Comprehensive Income The Company follows the guidance in ASC 220, Comprehensive Income Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurement, In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value. Income Taxes The Company accounts for income taxes pursuant to ASC 740, Income Taxes Stock-based Compensation The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation Stock Compensation Awards granted to non-employees fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever is more reliable. Net Earnings (Loss) Per Share The Company accounts for earnings (loss) per share pursuant ASC 260, Earnings Per Share There were no dilutive financial instruments for the years ended December 31, 2018 and 2017. Recent Accounting Pronouncements The below recent accounting pronouncements were adopted during the year ended December 31, 2018: "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting" (ASU 2017-09) was issued in May 2017. This update provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard was effective for annual periods beginning after December 15, 2017. The adoption of ASU 2017-09 did not have an impact on the Companys financial statements. Statement of Cash Flows (Topic 230) (ASU 2016-15) was issued during August 2016. ASU 2016-15 is intended to reduce the diversity in practice regarding how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230) (ASU 2016-18), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 were both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments were applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have an impact on the Companys financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial InstrumentsOverall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The adoption of ASU 2016-01 did not have an impact on the Companys financial statements. In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-03, Technical Corrections and Improvements to Financial Instruments Overall (Subtopic-10): Recognition and Measurement of Financial Assets and Financial Liabilities to clarify codification and to correct unintended application of the guidance. The Company adopted this pronouncement concurrently with the adoption of ASU 2016-01. The adoption of this update had no impact on the Companys financial statements. The following are recent accounting pronouncements, which may have an impact on the Company's future financial statements: "Leases" (ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of ASU 2016-02 will not have an impact on the Companys financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, amended in November by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments Credit Losses, which introduces the current expected credit losses model in the estimation of credit losses on financial instruments. This update is effective retrospectively for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption being permitted for fiscal years beginning after December 15, 2018. The Company plans to adopt this ASU on January 1, 2020. Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. (ASU 2017-09) Issued in May 2017, ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements, and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect that the adoption of ASU 2017-09 will have a material impact on the Companys financial statement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic: 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). FASB issued the update to modify the disclosure requirements in Topic 820. ASU 2018-07 will be effective for public companies for fiscal years beginning after December 15, 2018, including interim periods. The Company continues to evaluate the impact of these ASUs on its financial statements. |
Mineral Property Interests
Mineral Property Interests | 12 Months Ended |
Dec. 31, 2018 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Property Interests | 4. Mineral Property Interests Mineral Properties Balance at January 1, 2016 $ 1 Carson Property acquisition (a) 15,000 Impairment charge Carson Property (a) (15,000) Balance at December 31, 2016 $ 1 Rollo Property (c) 25,000 Janes Reef Property (d) 16,000 Asquith Property (e) 10,000 C1 Mortimer Property (f) 941,460 Impairment charge (c) (d) (e) (f) (992,459) Balance at December 31, 2017 and 2018 $ 1 a) Carson Property On December 23, 2010, the Company entered into a mineral property acquisition agreement with 2214098 Ontario Ltd. pursuant to which the Company acquired the mining lease to the Carson Property. Under the acquisition agreement, the Company was required to pay: 1. Cash consideration of $99,060 (CDN$100,000) to be paid according to an installment schedule between April 30, 2011 and December 31, 2015; 2. Equity consideration of 1,000,000 shares of common stock to be issued on or before March 30, 2011; and 3. Royalty of 3% of all net smelter returns upon commencement of commercial production of the property. The Carson Property is 1,812 acres in area and is located north by north-west of the City of Yellowknife, in the Northwest Territories, Canada. The Companys interest in the property consists of a 21 year mining lease, which expires on June 30, 2024 and for which the Company was responsible for making annual lease payment of $1,141, in order to keep the lease in good standing. On December 13, 2012, the Company terminated its acquisition agreement for the Carson Property with 2214098 Ontario Ltd. Under the terms of the agreement, the Company returned the property to the vendor, and both parties are released from any further obligation under the agreement. The Company had reflected the termination as a loss on disposal of mineral property on the statement of operations of $112,686 for the year ended December 31, 2012. During 2016, the Company reacquired the Carson Property in exchange for 300,000 shares of common stock to be issued valued at $15,000. In 2016, the Company recognized an impairment charge of $15,000 on the carrying value of the Carson Property based on the substantial doubt of the Companys ability to raise adequate financing. b) Kenty Gold Property McClay Conveyed Property As consideration for the sale of the McClay Conveyed Property, the Company agreed to deliver the following to McClay in the manner set forth below: (a) Closing Date (b) February 4, 2013 (i) CDN$100,000 on or before February 4, 2013; and (ii) 200,000 common shares of Company on or before February 4, 2013. (c) April 4, 2013 (i) CDN$150,000 on or before April 4, 2013; and (ii) 200,000 common shares of Company on or before April 4, 2013. (d) October 4, 2013 (i) CDN$300,000 on or before October 4, 2013; and (ii) 250,000 common shares of Company on or before October 4, 2013. (e) April 4, 2014 (i) CDN$300,000 on or before April 4, 2014; and (ii) 250,000 common shares of Company on or before April 4, 2014. (f) October 4, 2014 (i) CDN$300,000 on or before October 4, 2014; and (ii) 250,000 common shares of Company on or before October 4, 2014. (g) April 4, 2015 (i) CDN$300,000 on or before April 4, 2015; and (ii) 550,000 common shares of Company on or before April 4, 2015. (h) Reserve (i) Production (i) Upon production of 1,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$1,000,000 to McClay. (ii) Upon production of 3,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$2,000,000 to McClay. (iii) Upon production of 5,000,000 Troy Ounces of Gold (Aurum Metal) from the McClay Conveyed Property, Company shall pay CDN$2,000,000 to McClay. (j) Early Buyout Option In addition, upon the Commencement of Commercial Production (as defined in the McClay Agreement), the Company shall pay to McClay a royalty in an amount equal to three percent (3%) of all Net Smelter Returns (as defined in the McClay Agreement) on minerals mined from the McClay Conveyed Property (the Seller NSR) on the terms and conditions as set out in the McClay Agreement. Notwithstanding the foregoing, at any point in time following the closing date and upon the Companys sole election, McClay shall sell to Company fifty percent (50%) of the Seller NSR for a purchase price of CDN$1,500,000. During 2014, the Company recognized an impairment charge of $1,975,999 on the carrying value of the Kenty Property based on the substantial doubt of the Companys ability to raise adequate financing to further develop and explore this property. At present the Company is involved in three material litigation proceedings. These actions are ongoing in the Ontario Superior Court of Justice and all involve the ownership of the Kenty Property. The first application is an application brought by Emerald Isle Resources on May 14, 2013 seeking a declaration that it is the legal owner of the Kenty Property. The application alleges: (i) that Brian A. McClay, the owner of the Kenty Property, had sold 100% of his interest therein to Emerald Isle in 1986, although Emerald Isle did not register its acquisition of the Kenty Property at that time; and (ii) that at the time he entered into an agreement to sell the Kenty Property to the Company, Mr. McClay had no interest in the Kenty Property to sell. The Company has responded to that application. By separate application commenced March 13, 2014 the Company and its co- applicant, Mr. McClay commenced a separate proceeding in the Ontario Superior Court of Justice seeking a formal declaration that Mr. McClay is the sole owner of a 100% undivided interest in the Kenty Property subject only to a smelting agreement and a Mineral Property Acquisition Agreement in favor of the Company. These matters remain to be resolved. In separate proceedings, on May 13, 2015, the Company filed a Statement of Claim against Mr. McClay seeking damages totaling $10,750,000 in the event that the Application of the Company and Mr. McClay is unsuccessful and on or about September 28, 2015, Mr. McClay filed a counterclaim against the Company alleging that the Company has failed to deliver the consideration for the purchase of the Kenty Property and therefore has no rights thereto, and seeking damages in the amount of $2,500,000 against the Company. The matter remains in abeyance pending the resolution of the two Applications. c) Rollo Property In 2017, the Company entered into a mineral property acquisition agreement pursuant to which the Company acquired the mining lease to the Rollo Property. Under the acquisition agreement, the Company is required to pay: 1. Equity consideration of 250,000 shares of common stock to be issued at $0.10 per share. In 2017, the Company issued 250,000 shares of common stock in satisfaction of the purchase price for a total of $25,000. In 2017, the Company recognized an impairment charge of $25,000 on the carrying value of the Rollo Property based on the substantial doubt of the Companys ability to raise adequate financing to further develop and explore this property. d) Janes Reef Property In 2017, the Company entered into a mineral property acquisition agreement, pursuant to which the Company acquired the mining lease to the Janes Reef Property. Under the acquisition agreement, the Company is required to pay: 1. Equity consideration of 160,000 shares of common stock to be issued at $0.10 per share. In 2017, the Company issued 160,000 shares of common stock in satisfaction of the purchase price for a total of $16,000. In 2017, the Company recognized an impairment charge of $16,000 on the carrying value on the Janes Reef Property based on the substantial doubt of the Companys ability to raise adequate financing to further develop and explore this property. e) Asquith Property In 2017, the Company entered into a mineral property acquisition agreement pursuant to which the Company acquired the mining lease to the Asquith Property. Under the acquisition agreement, the Company is required to pay: 1. Equity consideration of 100,000 shares of common stock to be issued at $0.10 per share. In 2017, the Company issued 100,000 shares of common stock in satisfaction of the purchase price for a total of $10,000. In 2017, the Company recognized an impairment charge of $10,000 on the carrying value on the Asquith Property based on the substantial doubt of the Companys ability to raise adequate financing to further develop and explore this property. f) C1 Mortimer Property In January 2017, the Company entered into a Joint Venture Agreement whereby it has an Option to acquire a fifty per cent (50%) interest in a claim known as the C1- Mortimer property. In order to earn the fifty per cent interest the Company must: 1. Pay $10,000 CDN upon signing; 2. Pay 10 million shares of common stock of the Company to the prospectors pro rata upon signing, which was reduced to 9,850,000 shares of common stock, of which 8,840,000 were issued and the remaining are included in stock to be issued. 3. Spend five hundred thousand ($500,000) on mineral exploration on the property within 30 months of the signing anniversary. 4. Grant Larry Silo first right of refusal on all exploration work. 5. Pay the prospector owners, pro rata, CDN$750,000, within 30 months of the signing anniversary. The current owner prospectors will retain a three per cent (3%) Net Smelter Royalty on the property. On June 2, 2017, the payment of CDN$10,000 was changed to a payment of CDN$5,000 on June 5, 2017, plus CDN$5,000 paid on July 7, 2017. Total consideration of shares and these payments translated into USD amounted to $941,460. The Company recognized an impairment charge of $941,460 on the carrying value based on the substantial doubt of the Companys ability to raise adequate financing to further develop and explore this property. |
Advances From Stockholders
Advances From Stockholders | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Advances From Stockholders | 5. Advances From Stockholders December 31, December 31, 2018 2017 Due to Ben Ward $74,861 $74,861 During the year ended December 31, 2016, Ben Ward, the former CEO of the Company transferred personal shareholdings to a vendor of the Company and assumed the debt previously owed to the vendor. The amount is non-interest bearing, unsecured and has no specified terms of repayment. Due to David Mason 61,888 54,500 On February 18, 2013, the Company entered into a short term loan agreement with David Mason, at the time a director of the Company, in the amount of CDN$25,000, with $7,500 common shares. The loan was formerly interest bearing at 1% compounded monthly, with an original maturity of April 18, 2013 and if unpaid thereafter bearing interest at 22.5%. The loan is secured by a 10% interest in the Mortimer property, which the Company no longer owns, or 150,000 common stock. As the maturity has passed, the amount plus accrued interest is now due on demand. Interest expense on the loan was CDN$14,990 ($10,989) in 2018 and CDN$12,287 ($9,154) in 2017, which is included in the amount of the loan. Due to Friggi N. A. Inc. 145,389 69,674 Due to 1873942 Ontario Inc. 4,850 3,784 Due to Northern Rock Works Inc., 7,445 7,966 Long-Term Debt $294,433 $210,784 |
Due On Mineral Rights Acquisiti
Due On Mineral Rights Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Due On Mineral Rights Acquisitions | 6. Due On Mineral Rights Acquisitions December 31, 2018 December 31, 2017 Due to Hadrian Ventures re: Kenty Property $37,225 $37,238 The Hadrian Ventures Loan is unsecured and has no set terms of repayment. Hadrian Ventures is controlled by Scott Keevil, stockholder and consultant to the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes As at December 31, 2018 and 2017, the Company had no accrued interest and penalties related to uncertain tax positions. Reconciliation of the statutory tax rate of 21% (2017 - 34%) and income tax benefits at those rates to the effective income tax rates and income tax benefits reported in the statement of operations and comprehensive loss is as follows: For the Years Ended December 31, 2018 2017 Loss before income tax $ (258,861) $ (1,237,085) Expected income tax recovery (54,361) (420,608) Unrealized foreign exchange (1,482) (97,154) other permanent difference 35,309 50,677 Change in valuation allowance 20,534 467,085 Income tax expense $ - $ - The following table summarizes the significant components of deferred tax: For the Years Ended December 31, 2018 2017 Deferred tax asset: Net operating loss carry forward $ 1,201,400 $ 1,980,039 Exploration and development costs 212,334 340,494 Valuation allowance (1,413,734) (2,320,533) Total $ - $ - The Company has net operating loss carryovers of approximately $4,464,000 for federal and state income tax purposes, which begin to expire in 2029. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company. Based on losses from inception, the Company determined that as of December 31, 2018 it is more likely than not that the Company will not realize benefits from the deferred tax assets. The Company will not record income tax benefits in the financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a valuation allowance against the deferred tax assets was required. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 8. Capital Stock a) Common Stock During the year December 31, 2018, the Company issued no shares of common stock. During the year ended December 31, 2016, two of the Companys stockholders, Penny Currah and Dino Fuschino, entered into separate transactions to sell stock to another investor. The transactions were intended to be an exchange of stock between these parties; however, the Company ended up issuing new stock certificates to the new investors. On realizing the oversight the Company agreed with Penny Currah and Dino Fuschino that they would return the share certificates that they otherwise had intended to sell to the new investors to the Company for cancellation. During the year ended December 31, 2018, those share certificates had been returned. Accordingly, the Company cancelled the shares on their return. For the year December 31, 2017, the Company issued 25,353,446 shares of common stock. Of these 1,318,804 were issued for services at the fair value ranging from $0.05 to of $0.10 per share, of which $8,440 was released from stock to be issued and $60,000 of which related to expenses for services during the year ended December 31, 2017. A further 9,350,000 shares were issued at a transaction price of $0.10 in the acquisition of mineral rights for a total of $935,000 and another $50,000 stock to be issued. Additionally, the Company issued 699,917 Flow-Through Common shares at $0.15 per share for total proceeds of $104,988, and 133,333 stock to be issued valued at $20,000. During the year ended December 31, 2017, the Company issued 7,772,443 shares of common stock in settlement of debt to third parties for a total of $194,519 and settlement of loans from shareholders for a total of $194,049. During the year ended December 31, 2017, the Company issued 6,000,000 to officers and directors as compensation for service in prior years. This compensation was recorded in prior years at a transaction price ranging from $0.05 to $0.10 per share. Additionally, 212,282 shares of common stock were issued to a company controlled by the CFO amounting to $10,593, of which $7,203 was previously recorded in shares to be issued. b) Stock To Be Issued For the year ended December 31, 2018, 3,000,000 shares became issuable to directors and officers of the Company for services rendered. These transactions have been recorded as stock-based compensation having a total value of $150,000 within shares to be issued. A further 75,590 Flow-Through shares are to be issued valued at $11,338 related to S-1 offering. Including the above noted items as at December 31, 2018, a further 10,314,316 shares have yet to be issued for prior transactions, including services, compensation and mineral property acquisitions, at the transaction prices ranging from $0.05 to $0.15 per share for a total of $1,793,531. For the year ended December 31, 2017, 2,000,000 shares became issuable to directors and officers of the Company for services rendered. These transactions have been recorded as stock-based compensation having a total value of $100,000 within shares to be issued. The Company recorded stock to be issued in respect of 500,000 shares for a value of $50,000 to be issued as a result of the acquisition of mineral rights during the year ended December 31, 2017. A further 133,333 stock are to be issued valued at $20,000 related to private placements. Including the above noted items as at December 31, 2017, a further 7,238,726 have yet to be issued for prior transactions, including services, compensation and mineral property acquisitions, at the transaction prices ranging from $0.05 to $0.15 per share for a total of $1,645,525. c) Preferred Stock The Company has authorized Class A preferred stock available to be issued for $1.00 per share, are non-participating and non-voting and accrue cumulative dividends at the rate of 10% per annum. The Company may retract the stock at any time upon the payment of $1.00 per share plus any unpaid dividends. In the event of any wind-up of the Company, the Class A preferred stock has a priority distribution of $1.00 per share plus any unpaid dividends before any distribution to the common stockholders. As of December 31, 2018, the Company has dividends payable of $305,329 (2017 - $255,754). As at December 31, 2018 and 2017, the Company was in arrears in the dividends on preferred shares. Preferred dividends for the years ended December 31, 2018 and 2017 had an effect of $0.00 and $0.00, respectively on loss per share available to common stockholders. d) Stock-Based Compensation The Company incurred stock-based compensation expense in connection with its compensation agreements for its directors, management, and employees. Under these agreements, common stock may be issued as a signing bonus or at certain benchmark dates within an individuals period of service. Stock-based compensation is calculated as the fair value of the stock issued or to be issued to an individual and is recorded at the time the stock becomes owing to the individual. Stock issued to a director, manager, or employee is deferred in the event that their contract requires the individual to remain employed with the Company for a specified time period after issuance. For the year ended December 31, 2018, the Company issued no common stock related to stock-based compensation and granted 3,000,000 (2,000,000 2017) shares in connection with stock-based compensation arrangements with the CEO and CFO of the Company. At the time of grant, the fair value of the related shares was $0.05 per share and resulted in compensation expense and stock to be issued in the amount of $150,000 in the year ended December 31, 2018 and $100,000 in the year ended December 31, 2017. These fees were recorded as a component of consulting fees on the statements of operations and comprehensive loss. |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 9. Related Party Transactions and Balances The following transactions with related parties were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the parties. Refer to Notes 8(b) and 8(d) for the disclosure of stock-based compensation to the CEO and CFO of the Company. Refer to Note 8(a) related to the shares to be returned for cancellation by Penny Currah and Dino Fuschino, both existing stockholders of the Company with familiar relationships to management and consultants of the Company. Receivable from Related Parties: December 31, 2018 December 31, 2017 Receivable from Benedetto Fuschino (i) $ 10,698 $ 10,698 Receivable from Sabine Frisch for stock to be issued, Sabine Frisch is the wife of Scott Keevil a stockholder and consultant to the Company. 19,000 19,000 Receivable from related parties $ 29,698 $ 29,698 (i) Refer to Note 5 which shows $145,389 owed to Benedetto Fuschino and a company controlled by him; there is no intention to net settle. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 10. Financial Instruments Fair Values The Companys financial instruments consist of cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, dividends payable, and amounts due on mineral rights acquisition. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of these instruments. There were no transfers of financial instruments between Levels 1, 2, and 3 during the years ended December 31, 2018 and 2017. Foreign Currency Risk Foreign currency risk is the risk that changes in the rates of exchange on foreign currencies will impact the financial position or cash flows of the Company. The Companys functional currency is the Canadian dollar, thus the Company is exposed to foreign currency risks in relation to certain payables that are to be settled in US funds. Management monitors its foreign currency exposure regularly to minimize the risk of an adverse impact on its cash flows. Concentration of Credit Risk Concentration of credit risk is the risk of loss in the event that certain counterparties are unable to fulfill its obligations to the Company. The Company limits its exposure to credit loss on its cash by placing its cash with high credit quality financial institutions. The Company does not have any cash in excess of federally insured limits. Sales taxes receivable are due from the Canadian government and notes receivable are due from stockholders with whom the Company also has advances payable. Liquidity Risk Liquidity risk is the risk that the Companys cash flows from operations will not be sufficient for the Company to continue operating and discharge is liabilities. The Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form of debt or equity, or achieving profitable operations in order to satisfy its liabilities as they come due. Market Risk Market risk is the risk that fluctuations in the market prices of minerals will impact the Companys future cash flows. The Company is exposed to market risk on the price of gold, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work that the Company will be able to perform, and the number of financing opportunities that will be available. Management believes that it would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks. |
Segmented reporting
Segmented reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segmented reporting | 11. Segmented reporting The Company only has one reportable segment, its acquisition, exploration and development of mineral property interests in Canada. All of the mineral properties are located in Canada. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent events Subsequent to the year end the Company President and CEO, Benedetto Fuschino, advanced the Company $45,000 at 0% interest secured by promissory note with no set terms of repayment. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Mineral Properties and Exploration and Development Costs | Mineral Properties and Exploration and Development Costs The costs of acquiring mineral properties are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets that are held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Intangible assets having an indefinite useful life are assessed for impairment annually. The Company evaluates at each balance sheet date whether circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the carrying amounts are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. |
Foreign Currency Translation | Foreign Currency Translation The Company's accounts have been translated into U.S. dollars in accordance with the provisions of Accounting Standards Codification (ASC) No. 830 Foreign Currency Matters |
Use of Estimates | Use of Estimates 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 of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Some of the Company's more significant estimates include those related to going concern, collectability of receivables, and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Comprehensive Income | Comprehensive Income The Company follows the guidance in ASC 220, Comprehensive Income |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurement, In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740, Income Taxes |
Stock-based Compensation | Stock-based Compensation The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation Stock Compensation Awards granted to non-employees fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever is more reliable. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share The Company accounts for earnings (loss) per share pursuant ASC 260, Earnings Per Share There were no dilutive financial instruments for the years ended December 31, 2018 and 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The below recent accounting pronouncements were adopted during the year ended December 31, 2018: "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting" (ASU 2017-09) was issued in May 2017. This update provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard was effective for annual periods beginning after December 15, 2017. The adoption of ASU 2017-09 did not have an impact on the Companys financial statements. Statement of Cash Flows (Topic 230) (ASU 2016-15) was issued during August 2016. ASU 2016-15 is intended to reduce the diversity in practice regarding how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230) (ASU 2016-18), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 were both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments were applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have an impact on the Companys financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial InstrumentsOverall: Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The adoption of ASU 2016-01 did not have an impact on the Companys financial statements. In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-03, Technical Corrections and Improvements to Financial Instruments Overall (Subtopic-10): Recognition and Measurement of Financial Assets and Financial Liabilities to clarify codification and to correct unintended application of the guidance. The Company adopted this pronouncement concurrently with the adoption of ASU 2016-01. The adoption of this update had no impact on the Companys financial statements. The following are recent accounting pronouncements, which may have an impact on the Company's future financial statements: "Leases" (ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of ASU 2016-02 will not have an impact on the Companys financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, amended in November by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments Credit Losses, which introduces the current expected credit losses model in the estimation of credit losses on financial instruments. This update is effective retrospectively for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption being permitted for fiscal years beginning after December 15, 2018. The Company plans to adopt this ASU on January 1, 2020. Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. (ASU 2017-09) Issued in May 2017, ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements, and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect that the adoption of ASU 2017-09 will have a material impact on the Companys financial statement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic: 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). FASB issued the update to modify the disclosure requirements in Topic 820. ASU 2018-07 will be effective for public companies for fiscal years beginning after December 15, 2018, including interim periods. The Company continues to evaluate the impact of these ASUs on its financial statements. |
Mineral Property Interests (Tab
Mineral Property Interests (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Mineral Industries Disclosures [Abstract] | |
Schedule of Mineral Property Interests | Mineral Properties Balance at January 1, 2016 $ 1 Carson Property acquisition (a) 15,000 Impairment charge Carson Property (a) (15,000) Balance at December 31, 2016 $ 1 Rollo Property (c) 25,000 Janes Reef Property (d) 16,000 Asquith Property (e) 10,000 C1 Mortimer Property (f) 941,460 Impairment charge (c) (d) (e) (f) (992,459) Balance at December 31, 2017 and 2018 $ 1 |
Advances From Stockholders (Tab
Advances From Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Related Stockholders and Various Individuals and Corporations | December 31, December 31, 2018 2017 Due to Ben Ward $74,861 $74,861 During the year ended December 31, 2016, Ben Ward, the former CEO of the Company transferred personal shareholdings to a vendor of the Company and assumed the debt previously owed to the vendor. The amount is non-interest bearing, unsecured and has no specified terms of repayment. Due to David Mason 61,888 54,500 On February 18, 2013, the Company entered into a short term loan agreement with David Mason, at the time a director of the Company, in the amount of CDN$25,000, with $7,500 common shares. The loan was formerly interest bearing at 1% compounded monthly, with an original maturity of April 18, 2013 and if unpaid thereafter bearing interest at 22.5%. The loan is secured by a 10% interest in the Mortimer property, which the Company no longer owns, or 150,000 common stock. As the maturity has passed, the amount plus accrued interest is now due on demand. Interest expense on the loan was CDN$14,990 ($10,989) in 2018 and CDN$12,287 ($9,154) in 2017, which is included in the amount of the loan. Due to Friggi N. A. Inc. 145,389 69,674 Due to 1873942 Ontario Inc. 4,850 3,784 Due to Northern Rock Works Inc., 7,445 7,966 Long-Term Debt $294,433 $210,784 |
Due On Mineral Rights Acquisi_2
Due On Mineral Rights Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Due On Mineral Rights Acquisitions | December 31, 2018 December 31, 2017 Due to Hadrian Ventures re: Kenty Property $37,225 $37,238 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of statutory tax rate and income tax benefits | Reconciliation of the statutory tax rate of 21% (2017 - 34%) and income tax benefits at those rates to the effective income tax rates and income tax benefits reported in the statement of operations and comprehensive loss is as follows: For the Years Ended December 31, 2018 2017 Loss before income tax $ (258,861) $ (1,237,085) Expected income tax recovery (54,361) (420,608) Unrealized foreign exchange (1,482) (97,154) other permanent difference 35,309 50,677 Change in valuation allowance 20,534 467,085 Income tax expense $ - $ - |
Schedule of Components of deferred tax | The following table summarizes the significant components of deferred tax: For the Years Ended December 31, 2018 2017 Deferred tax asset: Net operating loss carry forward $ 1,201,400 $ 1,980,039 Exploration and development costs 212,334 340,494 Valuation allowance (1,413,734) (2,320,533) Total $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Receivable from Related Parties | Receivable from Related Parties: December 31, 2018 December 31, 2017 Receivable from Benedetto Fuschino (i) $ 10,698 $ 10,698 Receivable from Sabine Frisch for stock to be issued, Sabine Frisch is the wife of Scott Keevil a stockholder and consultant to the Company. 19,000 19,000 Receivable from related parties $ 29,698 $ 29,698 (i) Refer to Note 5 which shows $145,389 owed to Benedetto Fuschino and a company controlled by him; there is no intention to net settle. |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
GOING CONCERN [Abstract] | ||
Net loss | $ 266,955 | $ 1,289,639 |
Working capital deficit | $ 916,384 |
Mineral Property Interests (Nar
Mineral Property Interests (Narrative) (Details) | Jul. 07, 2017CAD ($) | Jun. 05, 2017CAD ($) | Jun. 02, 2017CAD ($) | May 13, 2015USD ($) | Apr. 04, 2015CAD ($)shares | Oct. 04, 2014CAD ($)shares | Apr. 04, 2014CAD ($)shares | Oct. 04, 2013CAD ($)shares | May 14, 2013 | Apr. 04, 2013CAD ($)shares | Feb. 04, 2013CAD ($)shares | Oct. 04, 2012CAD ($) | Jan. 31, 2017USD ($)shares | Jan. 31, 2017CAD ($)shares | Sep. 28, 2015USD ($) | Dec. 23, 2010USD ($)ashares | Dec. 23, 2010CAD ($)ashares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2016CAD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | Mar. 13, 2014 |
Equity consideration | shares | 9,350,000 | ||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | ||||||||||||||||||||||||
Shares issued | shares | 25,353,446 | ||||||||||||||||||||||||
Shares issued, value | $ 41,673 | ||||||||||||||||||||||||
Exploration expense | $ (6,979) | $ (119,808) | |||||||||||||||||||||||
Mineral property acquisition [Member] | |||||||||||||||||||||||||
Equity consideration | shares | 500,000 | ||||||||||||||||||||||||
Mr. McClay [Member] | |||||||||||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||||||||||
Damages sought | $ 10,750,000 | $ 2,500,000 | |||||||||||||||||||||||
Brian A. McClay [Member] | |||||||||||||||||||||||||
Percentage of interest sale by McClay | 100.00% | ||||||||||||||||||||||||
Carson Property [Member] | |||||||||||||||||||||||||
Area of land in acres | a | 1,812 | 1,812 | |||||||||||||||||||||||
Period of mining lease | 21 years | 21 years | |||||||||||||||||||||||
Lease expiration date | Jun. 30, 2024 | Jun. 30, 2024 | |||||||||||||||||||||||
Annual lease payment | $ 1,141 | ||||||||||||||||||||||||
Loss on disposal of mineral property | $ 112,686 | ||||||||||||||||||||||||
Shares exchanged during period | shares | 300,000 | 300,000 | |||||||||||||||||||||||
Shares exchanged during period, value | $ 15,000 | ||||||||||||||||||||||||
Impairment charge | $ 15,000 | ||||||||||||||||||||||||
Carson Property [Member] | Ontario Ltd [Member] | |||||||||||||||||||||||||
Cash consideration | $ 99,060 | ||||||||||||||||||||||||
Equity consideration | shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Royalty percentage | 3.00% | 3.00% | |||||||||||||||||||||||
Carson Property [Member] | Ontario Ltd [Member] | CDN [Member] | |||||||||||||||||||||||||
Cash consideration | $ 100,000 | ||||||||||||||||||||||||
Kenty Gold Property [Member] | |||||||||||||||||||||||||
Impairment charge | $ 1,975,999 | ||||||||||||||||||||||||
Kenty Gold Property [Member] | Brian McClay [Member] | |||||||||||||||||||||||||
Consideration | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 150,000 | $ 100,000 | $ 50,000 | $ 1,500,000 | |||||||||||||||||
Equity consideration | shares | 550,000 | 250,000 | 250,000 | 250,000 | 200,000 | 200,000 | |||||||||||||||||||
Royalty percentage | 3.00% | 3.00% | |||||||||||||||||||||||
Ownership percentage | 100.00% | 50.00% | 50.00% | ||||||||||||||||||||||
Indicated reserve of gold in Troy Ounces | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Payment to McClay for gold reserve | $ 1,000,000 | ||||||||||||||||||||||||
Early buyout option | $ 750,000 | ||||||||||||||||||||||||
Early buyout option, shares | shares | 750,000 | 750,000 | |||||||||||||||||||||||
Kenty Gold Property [Member] | Brian McClay [Member] | Transaction One [Member] | |||||||||||||||||||||||||
Indicated reserve of gold in Troy Ounces | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Payment to McClay for gold reserve | $ 1,000,000 | ||||||||||||||||||||||||
Kenty Gold Property [Member] | Brian McClay [Member] | Transaction Two [Member] | |||||||||||||||||||||||||
Indicated reserve of gold in Troy Ounces | 3,000,000 | 3,000,000 | |||||||||||||||||||||||
Payment to McClay for gold reserve | $ 2,000,000 | ||||||||||||||||||||||||
Kenty Gold Property [Member] | Brian McClay [Member] | Transaction Three [Member] | |||||||||||||||||||||||||
Indicated reserve of gold in Troy Ounces | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Payment to McClay for gold reserve | $ 2,000,000 | ||||||||||||||||||||||||
Kenty Gold Property [Member] | Third Party [Member] | |||||||||||||||||||||||||
Damages sought | $ 1,000,000 | ||||||||||||||||||||||||
Kenty Gold Property [Member] | Third Party Interest in Kenty Property [Member] | |||||||||||||||||||||||||
Ownership percentage | 100.00% | 100.00% | |||||||||||||||||||||||
Rollo Property [Member] | |||||||||||||||||||||||||
Impairment charge | $ 25,000 | ||||||||||||||||||||||||
Shares issued | shares | 250,000 | ||||||||||||||||||||||||
Shares issued, value | $ 25,000 | ||||||||||||||||||||||||
Rollo Property [Member] | Mineral property acquisition [Member] | |||||||||||||||||||||||||
Equity consideration | shares | 250,000 | ||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | ||||||||||||||||||||||||
Janes Reef Property [Member] | |||||||||||||||||||||||||
Impairment charge | $ 16,000 | ||||||||||||||||||||||||
Shares issued | shares | 160,000 | ||||||||||||||||||||||||
Shares issued, value | $ 16,000 | ||||||||||||||||||||||||
Janes Reef Property [Member] | Mineral property acquisition [Member] | |||||||||||||||||||||||||
Equity consideration | shares | 160,000 | ||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | ||||||||||||||||||||||||
Asquith Property [Member] | |||||||||||||||||||||||||
Impairment charge | $ 10,000 | ||||||||||||||||||||||||
Shares issued | shares | 100,000 | ||||||||||||||||||||||||
Shares issued, value | $ 10,000 | ||||||||||||||||||||||||
Asquith Property [Member] | Mineral property acquisition [Member] | |||||||||||||||||||||||||
Equity consideration | shares | 100,000 | ||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | ||||||||||||||||||||||||
CI Mortimer Property [Member] | |||||||||||||||||||||||||
Impairment charge | $ 941,460 | ||||||||||||||||||||||||
CI Mortimer Property [Member] | Joint Venture Agreement [Member] | |||||||||||||||||||||||||
Cash consideration | $ 5,000 | $ 5,000 | $ 10,000 | $ 10,000 | |||||||||||||||||||||
Consideration | $ 941,460 | ||||||||||||||||||||||||
Equity consideration | shares | 10,000,000 | 10,000,000 | |||||||||||||||||||||||
Royalty percentage | 3.00% | 3.00% | |||||||||||||||||||||||
Ownership percentage | 50.00% | 50.00% | |||||||||||||||||||||||
Exploration expense | $ (500,000) | ||||||||||||||||||||||||
Payment to prospector owners | $ 750,000 | ||||||||||||||||||||||||
CI Mortimer Property [Member] | Joint Venture Agreement [Member] | Shares reduced upon prorata signing [Member] | |||||||||||||||||||||||||
Equity consideration | shares | 9,850,000 | 9,850,000 | |||||||||||||||||||||||
Shares issued | shares | 8,840,000 | 8,840,000 |
Mineral Property Interests (Sch
Mineral Property Interests (Schedule of Mineral Property Interests) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Mineral Industries Disclosures [Abstract] | ||
Balance at January 1, 2016 | $ 1 | |
Carson Property acquisition | 15,000 | |
Impairment charge Carson Property | (15,000) | |
Rollo Property | $ 25,000 | |
Janes Reef Property | 16,000 | |
Asquith Property | 10,000 | |
C1 Mortimer Property | 941,461 | |
Impairment charge | (992,461) | |
Balance at December 31, 2017 and 2018 | $ 1 | $ 1 |
Advances From Stockholders (Nar
Advances From Stockholders (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||
Feb. 18, 2013CAD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018CAD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2017CAD ($)shares | |
Short-term Debt [Line Items] | |||||
Common shares outstanding | shares | 121,368,942 | 121,368,942 | |||
Due to David Mason - former Director and Consultant [Member] | |||||
Short-term Debt [Line Items] | |||||
Short term borrowings | $ 25,000 | ||||
Common shares outstanding | shares | 7,500 | ||||
Interest rate | 1.00% | ||||
Maturity date | Apr. 18, 2013 | ||||
Interest rate if unpaid | 22.50% | ||||
Interest expense | $ 10,989 | $ 9,154 | |||
Due to David Mason - former Director and Consultant [Member] | CDN [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expense | $ 14,990 | $ 12,287 | |||
Due to David Mason - former Director and Consultant [Member] | CI Mortimer Property [Member] | |||||
Short-term Debt [Line Items] | |||||
Common shares outstanding | shares | 150,000 | ||||
Interest percentage | 10.00% | ||||
Due to Friggi N. A. Inc, Benedetto Fuschino, President and CEO [Member] | |||||
Short-term Debt [Line Items] | |||||
Unsecured debt | 77,500 | ||||
Due to 1873942 Ontario Inc, Dino Micacchi, Secretary-Treasurer and CFO [Member] | |||||
Short-term Debt [Line Items] | |||||
Unsecured debt | $ 1,066 |
Advances From Stockholders (Sch
Advances From Stockholders (Schedule of Related Stockholders and Various Individuals and Corporations) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Advances From Stockholders | $ 294,433 | $ 210,784 |
Due to Ben Ward - former CEO [Member] | ||
Debt Instrument [Line Items] | ||
Advances From Stockholders | 74,861 | 74,861 |
Due to David Mason - former Director and Consultant [Member] | ||
Debt Instrument [Line Items] | ||
Advances From Stockholders | 61,888 | 54,500 |
Due to Benedetto Fuschino, President and CEO [Member] | ||
Debt Instrument [Line Items] | ||
Advances From Stockholders | 145,389 | 69,673 |
Due to 1873942 Ontario Inc, Dino Micacchi, Secretary-Treasurer and CFO [Member] | ||
Debt Instrument [Line Items] | ||
Advances From Stockholders | 4,850 | 3,784 |
Due to Northern Rock Works Inci, Scott Keevil , stockholder and consultan [Member] | ||
Debt Instrument [Line Items] | ||
Advances From Stockholders | $ 7,445 | $ 7,966 |
Due On Mineral Rights Acquisi_3
Due On Mineral Rights Acquisitions (Schedule of Due On Mineral Rights Acquisitions) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combinations [Abstract] | ||
Due to Hadrian Ventures re: Kenty Property | $ 37,225 | $ 37,238 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | 21.00% | 34.00% |
Net operating loss carryovers | $ 4,464,000 | |
Exprie | Dec. 31, 2019 |
Income Taxes (Schedule of Recon
Income Taxes (Schedule of Reconciliation of statutory tax rate and income tax benefits) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Loss before income tax | $ (258,861) | $ (1,237,085) |
Expected income tax recovery | (54,361) | (420,608) |
Unrealized foreign exchange | (1,482) | (97,154) |
other permanent difference | 35,309 | 50,677 |
Change in valuation allowance | 20,534 | 467,085 |
Income tax expense |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of deferred tax) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset: | ||
Net operating loss carry forward | $ 1,201,400 | $ 1,980,039 |
Exploration and development costs | 212,334 | 340,494 |
Valuation allowance | (1,413,734) | (2,320,533) |
Total |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Shares issued | 25,353,446 | |
Shares issued, Value | $ 41,673 | |
Shares issued for services | 1,318,804 | |
Shares issued for services, value | $ 60,000 | |
Share price | $ 0.05 | |
Issuance of stock for acquisition of mineral properties | 9,350,000 | |
Acquisition price per share | $ 0.10 | |
Share value of acquisition of mineral rights | $ 985,000 | |
Deferred premium on flow through shares | (83,325) | |
Stock to be issued for settlement of debt | ||
Stock to be issued for settlement of debt, shares | 7,772,443 | |
Stock-based compensation | $ 150,000 | $ 103,411 |
Shares yet to be issued for services | 10,314,316 | |
Shares yet to be issued for services, value | $ 1,793,531 | |
Dividends payable | $ 305,329 | $ 255,754 |
Preferred dividends per share | $ 0 | $ 0 |
Stock Issued During Period, Share-based Compensation | 3,000,000 | 2,000,000 |
Preferred Class A [Member] | ||
Share price | $ 1 | |
Dividend percentage | 10.00% | |
Retract price of stock | $ 1 | |
Priority distribution price per share in case of wind up | $ 1 | |
Private Placement [Member] | ||
Shares issued | 133,333 | |
Shares issued, Value | $ 20,000 | |
Mineral property acquisition [Member] | ||
Issuance of stock for acquisition of mineral properties | 500,000 | |
Share value of acquisition of mineral rights | $ 50,000 | |
Shares yet to be issued for acquisition of mineral rights | 7,238,726 | |
Shares yet to be issued for acquisition of mineral rights, value | $ 1,645,525 | |
Shareholders [Member] | ||
Stock to be issued for settlement of debt | $ 194,049 | |
Directors and officers [Member] | ||
Shares issued for services | 3,000,000 | 6,000,000 |
Shares issued for services, value | $ 150,000 | |
CFO [Member] | ||
Shares issued for services | 212,282 | |
Shares issued for services, value | $ 10,593 | |
Directors and officers one [Member] | ||
Shares issued for services | 2,000,000 | |
Stock-based compensation | $ 100,000 | |
Minimum [Member] | ||
Share price | $ 0.05 | $ 0.05 |
Minimum [Member] | Mineral property acquisition [Member] | ||
Acquisition price per share | 0.05 | |
Minimum [Member] | Directors and officers [Member] | ||
Share price | 0.05 | |
Maximum [Member] | ||
Share price | $ 0.15 | 0.10 |
Maximum [Member] | Mineral property acquisition [Member] | ||
Acquisition price per share | 0.15 | |
Maximum [Member] | Directors and officers [Member] | ||
Share price | $ 0.10 | |
Stock to be Issued [Member] | ||
Shares issued, Value | $ 11,338 | $ 6,667 |
Shares issued for services, value | (8,440) | |
Share value of acquisition of mineral rights | 50,000 | |
Stock to be issued for settlement of debt | (388,568) | |
Stock to be Issued [Member] | CFO [Member] | ||
Shares issued for services, value | $ 7,203 | |
Common Stock [Member] | ||
Shares issued | 75,590 | 699,917 |
Shares issued, Value | $ 70 | |
Shares issued for services | 1,318,804 | |
Shares issued for services, value | $ 132 | |
Share price | $ 0.15 | |
Issuance of stock for acquisition of mineral properties | 9,350,000 | |
Share value of acquisition of mineral rights | $ 935 | |
Proceeds from issuance of shares | 104,988 | |
Stock to be issued for settlement of debt | $ 777 | |
Stock to be issued for settlement of debt, shares | 7,772,443 | |
Additional Paid-in Capital [Member] | ||
Shares issued, Value | $ 34,936 | |
Shares issued for services, value | 68,308 | |
Share value of acquisition of mineral rights | 934,065 | |
Stock to be issued for settlement of debt | $ 387,791 | |
Common Stock [Member] | ||
Shares issued | 133,333 | |
Shares issued, Value | $ 20,000 |
Related Party Transactions an_2
Related Party Transactions and Balances (Schedule of Receivable from Related Parties) (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Receivable from related parties | $ 29,698 | $ 29,698 | |
Long-Term Debt | 294,433 | 210,784 | |
Receivable from Benedetto Fuschino [Member] | |||
Related Party Transaction [Line Items] | |||
Receivable from related parties | [1] | 10,698 | 10,698 |
Receivable from Sabine Frisch [Member] | |||
Related Party Transaction [Line Items] | |||
Receivable from related parties | 19,000 | 19,000 | |
Due to Benedetto Fuschino, President and CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Long-Term Debt | $ 145,389 | $ 69,673 | |
[1] | Refer to Note 5 which shows $145,389 owed to Benedetto Fuschino and a company controlled by him; there is no intention to net settle |
Subsequent Events (Details)
Subsequent Events (Details) - Due to Benedetto Fuschino, President and CEO [Member] - Subsequent Event [Member] | Jan. 31, 2019USD ($) |
Subsequent Event [Line Items] | |
Secured promissory note | $ 45,000 |
Interest rate | 0.00% |