Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2013 |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
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The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation. |
Functional Currency | Functional Currency |
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The Company’s functional currency is the Canadian dollar. All amounts shown on these statements are stated in Canadian dollars. |
Development Stage Company | Development Stage Company |
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The Company is a development stage company as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-915, Development Stage Entities. The Company is still in the developmental stage, devoting substantially all of its present efforts to establishing its business. All losses accumulated since inception has been considered as part of the Company’s development stage activities. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Fair Value Measurements | Fair Value Measurements |
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The Company has adopted FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard established a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. |
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The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments. |
Financial Instruments | Financial Instruments |
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Fair Value |
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The guidance for fair value measurements establishes the authoritative definition of fair value sets out a Framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows: |
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Level 1 – observable inputs such as quoted prices in active markets; |
Level 2 – inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and, |
Level 3 – unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Cash and equivalents are measured using level 1 inputs. The fair value of the derivatives embedded in the convertible promissory notes was derived using a valuation model and has been classified as level 3. |
Assets and Liabilities that are measured at Fair Value of Recurring Basis | Assets and Liabilities that are measured at Fair Value on a Recurring Basis |
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The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. |
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The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. |
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The carrying values of cash and cash equivalents, accounts payable and accrued liabilities, due to related parties and dividend payable, approximate fair value due to the short-term nature of these instruments. |
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The Company has cash balances at well-known financial institutions. Balances in Canadian dollars at Canadian institutions are protected by insurance up to specified amount. Amounts not at Canadian institutions and /or over those specified amounts are subject to risk. |
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Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. |
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The Company measures derivatives embedded in other contracts at fair value and recognizes them in the consolidated balance sheet as an asset or a liability depending on its rights and obligations under the applicable contract. The changes in fair value are recognized on the consolidated statement of operations. |
Property and Equipment | Property and Equipment |
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Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the declining balance method and at the following annual rates which is intended to amortize the cost over its useful life: |
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Mining equipment – 20% |
Computers – 20% |
Furniture and fixtures – 20% |
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Improvements and betterments are capitalized if they extend the useful life of the asset. Repair and maintenance costs are charged to expense as incurred. Gain (loss) related to retirement or disposition of fixed assets is recognized in the period which the gain (loss) occurs. |
Mineral Properties | Mineral Properties |
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Mineral property acquisition costs are initially capitalized when incurred and are amortized using the unit-of-production method over the estimated life of probable, proven reserves. If mineral rights are abandoned or estimated to be impaired, any capitalized costs will be charged to operations. |
Exploration Costs | Exploration Costs |
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Exploration costs, which include maintenance, development and exploration of mineral claims, are expensed as incurred. When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves, the costs incurred after such determination will be capitalized and amortized over their useful lives. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
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The Company evaluates the recoverability of the net carrying value of its equipment and identifiable intangible assets with definite lives, whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, by comparing the carrying values to the estimated future undiscounted cash flows. A deficiency in cash flows relative to the carrying amounts is an indication of the need for a write-down due to impairment. The impairment write-down would be the difference between the carrying amounts and the fair value of these assets. A loss on impairment would be recognized as a charge to earnings. |
Convertible Promissory Notes | Convertible Promissory Notes |
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Convertible promissory notes are accounted for under ASC470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible instruments that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to additional paid-in-capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. |
Revenue Recognition | Revenue Recognition |
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The Company recognizes revenue when a contract is in place, minerals are delivered to the purchaser and collectability is reasonably assured. |
Use of Estimates | Use of Estimates |
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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
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The embedded conversion derivative liabilities are measured at estimated fair value using the appropriate fair value valuation model. Inherent in these models are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. We estimate volatility at the date of issuance, and at each subsequent reporting period, based on historical volatility. The risk-free interest rate is based on the Canadian benchmark bond yield rates. The expected life of the embedded conversion derivative liabilities is assumed to be equivalent to their remaining contractual term. The assumptions used in calculating the estimated fair value of the embedded derivative liabilities represent our best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the embedded derivative liabilities and the change in estimated fair value could be materially different |
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Management has estimated the current income tax provision based on substantively enacted rates and laws. As the Company has not filed U.S. corporate income tax returns, the amount recorded for the income tax provision could be significantly different when the corporate income tax returns are finalized. |
Noncash Transaction in Capital Stock | Noncash Transaction in Capital Stock |
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The Company follows the guidelines under FASB ASC Topic 845-10-30-3, Non-monetary transactions, when the fair value of neither the assets received nor the assets relinquished is determinable within reasonable limits. |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share |
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The Company computes net loss per share in accordance with FASB ASC Topic 260, Earnings Per Share. This topic requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive. |
Income Taxes | Income Taxes |
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The Company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The tax consequences of most events recognized in the current year’s financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pre-tax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in the financial statements. |
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Because the Company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset. The Company must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. |
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The Company has adopted FASB guidance on accounting for uncertainty in income taxes which provides a financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under this guidance, 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 50% likelihood of being realized upon ultimate settlement. The guidance also extends to de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. |
Preferred Shares | Preferred Shares |
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Golden Global Mining Corporation, the Company’s wholly owned subsidiary, issued preferred shares which have been classified as equity in their financial statements. In these statements, the financial instruments have been classified as non-controlling interests and dividends paid on behalf of the preferred shares have been recorded as a charge against income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASC 2011-11). ASC 2011-11 requires that an entity disclosure information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASC 2011-11 is effective for annual and interim periods beginning on or after January 1, 2013. The Corporation has determined that ASC 2011-11 has no impact to the consolidated financial statements. |
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In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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 (ASC 2013-05). ASC 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASC 2013-05 is effective for annual and interim periods beginning after December 15, 2013. The Corporation is currently assessing the impact of ASC 2013-05 to the consolidated financial statements. |