Document_and_Entity_Informatio
Document and Entity Information (CAD) | 12 Months Ended | |
Jun. 30, 2013 | Oct. 14, 2013 | |
Document And Entity Information | ||
Entity Registrant Name | Golden Global Corp. | |
Entity Central Index Key | 1502555 | |
Document Type | 10-K | |
Document Period End Date | 30-Jun-13 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | 290,603 | |
Entity Common Stock, Shares Outstanding | 46,113,507 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2013 |
Balance_Sheets
Balance Sheets (CAD) | Jun. 30, 2013 | Jun. 30, 2012 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents | 6,782 | 30,620 |
Sales tax and other receivable | 19 | 772 |
Total current assets | 6,801 | 31,392 |
Property and Equipment | 50,383 | 101,964 |
Minerial properties, unproven | 20,012 | 43,196 |
Total property and equipment | 70,395 | 145,160 |
Total Assets | 77,196 | 176,552 |
Accounts payable and accrued liabilities | 55,936 | 13,781 |
Due to related parties | 171,031 | 184,068 |
Fair value of embedded derivative | 95,344 | 115,574 |
Dividend payable | 16,964 | 10,057 |
Total Liabilities | 339,275 | 323,480 |
STOCKHOLDERS' EQUITY | ||
Authorized: 1,500,000,000 with a par value of $0.0001 Outstanding but not issued 46,113,507 common stock (2012 - 37,647,417) | 4,612 | 3,765 |
Additional paid in capital | 625,798 | 576,250 |
Deficit accumulated during the exploration stage | -968,453 | -802,907 |
[us-gaap:StockholdersEquity] | -338,043 | -222,892 |
Equity attributable to noncontrolling interest | 75,964 | 75,964 |
Total Stockholders' Equity | -262,079 | -146,928 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) | Jun. 30, 2013 | Jun. 30, 2012 |
Statement of Financial Position [Abstract] | ||
Authorized Capital Stock | 1,500,000,000 | 1,500,000,000 |
Outstanding but not issued Capital Stock | 46,113,507 | 37,647,417 |
Statements_of_Operations
Statements of Operations (CAD) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Expenses | ||
Administration fees | 6,300 | 11,325 |
Consulting fees | 48,000 | 169,912 |
Depreciation | 35,090 | 42,152 |
Professional fees | 43,752 | 32,810 |
Office and general | 47,016 | 149,463 |
Travel expenses | 1,000 | 14,792 |
[us-gaap:OperatingIncomeLoss] | -181,158 | -420,454 |
Other items | ||
Foreign exchange loss | -3,099 | -313 |
Gain on sale of property and equipment | 28,509 | 2,094 |
Gain / (Loss) on change in fair value of embedded derivative | 20,230 | -36,356 |
Impairment of assets | -23,184 | 0 |
Interest income | 63 | 85 |
Net loss and comprehensive loss for the period | -158,639 | -454,944 |
Preferred shares dividend | -6,907 | -6,926 |
Statements_of_Cash_Flows
Statements of Cash Flows (CAD) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Operating activities | ||
Net loss for period | -158,639 | -454,944 |
Share-based payment for consulting expenses | 37,500 | 127,500 |
Depreciation | 35,090 | 42,152 |
Gain / (Loss) on change in fair value of embedded derivative | -20,230 | 36,356 |
Gain on sale of property and equipment | -28,509 | -2,094 |
Foreign exchange loss | 3,083 | 0 |
Impairment of assets | 23,184 | 0 |
Changes in non-cash working capital balances | ||
Sales tax and other receivable | 753 | 4,042 |
Accounts payable and accrued liabilities | 42,155 | 6,505 |
Net cash used in operating activities | -65,613 | -240,483 |
Financing activities | ||
Issuance of capital stock | 595 | 2,250 |
Issuance of prefered shares, net | 0 | 0 |
Dividends to noncontrolling interest | 0 | -6,926 |
Advance from related parties | -13,037 | 167,492 |
Covertible promissory notes | 9,217 | 79,218 |
Net cash proved by (used in) financing activities | -3,225 | 242,034 |
Investing activities | ||
Purchase of mineral properties | 0 | -13,159 |
Purchase of equipment | 0 | -1,255 |
Sale of equipment | 45,000 | 13,650 |
Net cash used in investing activities | 45,000 | -764 |
Increase (decrease) in cash and cash equivalents during the period | -23,838 | 787 |
Shareholders_Equity
Shareholders Equity (CAD) | 12 Months Ended | ||
Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2011 | |
Balance (in shares) | 0 | 0 | 0 |
Issuance of common shares, consulting services (in cash) | 0 | 0 | |
Issuance of common shares, consulting services | 12,895 | 127,500 | |
Dividend | -6,907 | -6,926 | |
Net Loss and comprehensive loss | -158,639 | 454,944 | |
Balance | -262,079 | -146,928 | |
Common Stock | |||
Balance (in shares) | 46,113,507 | 37,647,417 | 34,222,417 |
Issuance of common shares, consulting services (in cash) | 5,966,090 | 3,400,000 | |
Issuance of common shares, consulting services | 597 | 340 | |
Dividend | 0 | 0 | |
Net Loss and comprehensive loss | 0 | 0 | |
Balance | 4,612 | 3,765 | |
Additional Paid-In Capital | |||
Balance (in shares) | 0 | 0 | 0 |
Issuance of common shares, consulting services (in cash) | 0 | 0 | |
Issuance of common shares, consulting services | 12,298 | 127,160 | |
Dividend | 0 | 0 | |
Net Loss and comprehensive loss | 0 | 0 | |
Balance | 625,798 | 576,250 | |
Retained Earnings / Accumulated Deficit | |||
Balance (in shares) | 0 | 0 | 0 |
Issuance of common shares, consulting services (in cash) | 0 | 0 | |
Issuance of common shares, consulting services | 0 | 0 | |
Dividend | -6,907 | -6,926 | |
Net Loss and comprehensive loss | -158,639 | -454,944 | |
Balance | -968,453 | -802,907 | |
Equity attributable to Golden Global Corp Shareholders | |||
Balance (in shares) | 0 | 0 | 0 |
Issuance of common shares, consulting services (in cash) | 0 | 0 | |
Issuance of common shares, consulting services | 12,895 | 127,500 | |
Dividend | -6,907 | -6,926 | |
Net Loss and comprehensive loss | -158,639 | -454,944 | |
Balance | -338,043 | -222,892 | |
Noncontrolling Interest | |||
Balance (in shares) | 0 | 0 | 0 |
Issuance of common shares, consulting services (in cash) | 0 | 0 | |
Issuance of common shares, consulting services | 0 | 0 | |
Dividend | 0 | ||
Net Loss and comprehensive loss | 0 | 0 | |
Balance | 75,964 | 75,964 |
Note_1_Nature_of_Continuance_o
Note 1 - Nature of Continuance of Operations | 12 Months Ended |
Jun. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 1 - Nature of Continuance of Operations | Note 1 – Nature and Continuance of Operations |
Golden Global Corp. ("the Company"), incorporated in the State of Nevada, USA on December 10, 2009, and its wholly-owned subsidiary are engaged in the acquisition, exploration and development of precious metal properties. The Company’s wholly owned subsidiary is Golden Global Mining Corporation which was incorporated in the Province of Alberta, Canada on January 10, 2010. The Company is an exploration stage company in the process of exploring its mineral properties in British Columbia, Canada, and has not yet determined whether these properties contain reserves that are economically recoverable. | |
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2013, the Company had not yet achieved profitable operations and has accumulated losses of $968,453 since its inception. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | |
Note 2 - Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies |
Basis of Presentation | |
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 | |
The Company’s functional currency is the Canadian dollar. All amounts shown on these statements are stated in Canadian dollars. | |
Development Stage Company | |
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 | |
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 | |
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. | |
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 | |
Fair Value | |
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: | |
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 on a Recurring Basis | |
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. | |
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. | |
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. | |
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. | |
Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. | |
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 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: | |
Mining equipment – 20% | |
Computers – 20% | |
Furniture and fixtures – 20% | |
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 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, 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 | |
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 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 | |
The Company recognizes revenue when a contract is in place, minerals are delivered to the purchaser and collectability is reasonably assured. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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. | |
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 | |
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 | |
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 | |
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 | |
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. | |
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. | |
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 | |
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 | |
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. | |
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. |
Note_3_Property_and_Equipment
Note 3 - Property and Equipment | 12 Months Ended | ||||||
Jun. 30, 2013 | |||||||
Property and equipment | |||||||
Note 3 - Property and Equipment | Note 3 – Property and Equipment | ||||||
As at June 30, 2013 | |||||||
Cost | Accumulated | Net Book | |||||
Depreciation | Value | ||||||
Furniture and fixtures | $ | 2,345 | $ | 1,053 | $ | 1,292 | |
Mining equipment | 148,938 | 100,166 | 48,772 | ||||
Computers | 1,063 | 744 | 319 | ||||
$ | 152,346 | $ | 101,963 | $ | 50,383 | ||
As at June 30, 2012 | |||||||
Cost | Accumulated | Net Book | |||||
Depreciation | Value | ||||||
Furniture and fixtures | $ | 2,345 | $ | 584 | $ | 1,761 | |
Mining equipment | 191,162 | 91,490 | 99,672 | ||||
Computers | 1,063 | 532 | 531 | ||||
$ | 194,570 | $ | 92,606 | $ | 101,964 | ||
During the year ended June 30, 2013, the Company sold equipment with a total carrying value of $16,491 for proceeds of $45,000 resulting in a gain of $28,509. |
Note_4_Mineral_Properties
Note 4 Mineral Properties | 12 Months Ended |
Jun. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 4 Mineral Properties | Note 4 – Mineral Properties |
During the year ended June 30, 2013, the Company did not make any payment in relations to mineral claims (2012 - $21,139). During the year ended June 30, 2014, the Company is required to make a payment of approximately $2,000 (2015 - $nil) in order to renew the lease on their remaining mineral property. | |
During the period ended December 31, 2012, the Company had decided to abandon the Thibert Creek property which has resulted in an impairment loss of $23,184. | |
Note_5_Due_to_Related_Parties
Note 5 - Due to Related Parties | 12 Months Ended |
Jun. 30, 2013 | |
Related Party Transactions [Abstract] | |
Note 5 - Due to Related Parties | Note 5 – Due to Related Parties |
Amounts due to related parties are non-interest bearing, unsecured and due on demand. | |
During the year ended June 30, 2013, the Company incurred expenses of $56,686 (2012 - $14,000) for management and consulting expenses to companies with common officers. These costs are recorded in consulting fees and office expense. | |
As at June 30, 2013, $9,250 (2012 - $nil) was outstanding relating to these amounts and is included in accounts payable and accrued liabilities. |
Note_6_Convertible_Promissory_
Note 6 - Convertible Promissory Notes | 12 Months Ended | ||
Jun. 30, 2013 | |||
Debt Disclosure [Abstract] | |||
Note 6 - Convertible Promissory Notes | Note 6 – Convertible Promissory Notes | ||
On March 14, 2012, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of US$37,500 (C$37,256). This promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of December 19, 2012. The principal amount of this promissory note, together with interest, may be converted into shares of common stock, par value of $0.0001 at the option of the lender at a conversion price equal to fifty-five percent at the market price during the 10 trading days prior to the conversion. During the quarter ended December 31, 2012, a partial conversion of US$12,300 has been recorded and 5,966,090 shares of the Company’s common stock has been issued as a result of the conversion. As the maturity date has passed, the Company and the lender are currently negotiating a revised maturity date and repayment terms. | |||
On May 2, 2012, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of US$42,500 (C$42,037). This promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of February 4, 2013. The principal amount of this promissory note together with interest may be converted into shares of common stock, par value of $0.0001 at the option of the lender at a conversion price equal to fifty-five percent at the market price during the 10 trading days prior to the conversion. As the maturity date has passed, the Company and the lender are currently negotiating a revised maturity date and repayment terms. | |||
On November 2, 2012, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of US$9,250 (C$9,217). This promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of August 6, 2013. The principal amount of this promissory note together with interest may be converted into shares of common stock, par value of $0.0001 at the option of the lender at a conversion price equal to forty percent at the market price during the 10 trading days prior to the conversion. | |||
The above notes include certain embedded features related to the embedded conversion option being exercisable into a variable number of shares and the strike price being dominated in a currency other than the Company’s functional currency. These features qualify as derivatives and are bundled as a compound embedded derivative that is measured at fair value. The fair value of the derivatives as at June 30, 2013 was $95,344 (June 30, 2012 - $115,574). As the fair value of the embedded conversion features exceeded the principle value of the promissory notes, the entire amount of the debt has been classified as an embedded derivative on the consolidated balance sheet. | |||
As at June 30, 2013, accrued interest recorded in accounts payable and accrued liabilities relating to the convertible promissory notes totaled $4,657 (June 30, 2012 - $1,454). | |||
The fair value of the embedded derivative was estimated using the Black-Scholes pricing model based on the following assumptions: | |||
Issue date | 30-Jun-13 | ||
Risk free rate | 0.25% | 0.83% | |
Expected volatility | 276% - 289% | 376% - 491% | |
Expected life | 0.75 | 0.6 | |
Dividends | - | - |
Note_7_Capital_Stock
Note 7 - Capital Stock | 12 Months Ended |
Jun. 30, 2013 | |
Equity [Abstract] | |
Note 7 - Capital Stock | Note 7 - Capital Stock |
On August 4, 2011, the Company issued 25,000 common stocks for total cash proceeds of $2,251. | |
On May 9, 2012, the Company issued 1,700,000 common stocks in lieu of cash payment for consulting services valued at $42,500. | |
On June 1, 2012, the Company issued 1,700,000 common stocks in lieu of cash payment for consulting services valued at $85,000. | |
On July 23, 2012, the Company issued 2,500,000 common stocks in lieu of cash payment for consulting services valued at $37,500. | |
During the quarter ended December 31, 2012, the Company issued 5,966,090 shares of common stock as a result of the partial conversion of US$12,300 of the unsecured promissory note dated March 14, 2012. | |
As of June 30, 2013, there are no share options or warrants outstanding. |
Note_8_Income_Taxes
Note 8 - Income Taxes | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
Income Tax Disclosure [Abstract] | |||||
Note 8 - Income Taxes | Note 8 – Income Taxes | ||||
Potential benefits of income tax losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward in future years. | |||||
Income tax recovery differs from that which would be expected by applying the effective rates to net income (loss) as follows: | |||||
Year ended | Year ended | ||||
30-Jun-13 | 30-Jun-12 | ||||
Net loss for the period – attributed to common shareholders | $ | (165,546) | $ | (454,944) | |
Statutory and effective rates | 25% | 25% | |||
Income tax recovery at effective rate | $ | -41,387 | $ | -113,736 | |
Effect of deductible and non-deductible amounts | 13,085 | 8,614 | |||
Effect of change in income tax rates | - | (10,625) | |||
Change in valuation allowance | 28,302 | 115,748 | |||
Corporate income tax recovery recognized in the accounts | $ | - | $ | - | |
The Company has Canadian accumulated net operating losses totaling approximately $450,000 and $445,000 American accumulated net operating losses for income tax purposes which expire in the years from 2031 to 2033. The components of the net deferred tax asset at June 30, 2013 and the statutory tax rate, the effective tax rate and the amount of the valuation allowance are scheduled below: | |||||
30-Jun-13 | 30-Jun-12 | ||||
Non-capital losses carried forward | $ | 224,287 | $ | 208,212 | |
Share issue costs | 1,038 | 1,556 | |||
Equipment | 5,796 | (6,949) | |||
Deferred tax asset value | 231,121 | 202,819 | |||
Valuation allowance | -231,121 | -202,819 | |||
Deferred tax assets recognized | $ | - | $ | - | |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
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 |
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 |
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 |
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 |
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. | |
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 |
Fair Value | |
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: | |
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 |
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. | |
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. | |
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. | |
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. | |
Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. | |
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 |
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: | |
Mining equipment – 20% | |
Computers – 20% | |
Furniture and fixtures – 20% | |
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 |
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 |
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 |
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 |
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 |
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 |
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. | |
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 | |
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 |
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 |
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 |
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. | |
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. | |
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 |
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 |
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. | |
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. |
Note_8_Income_Taxes_Tables
Note 8 - Income Taxes (Tables) | 12 Months Ended | ||||
Jun. 30, 2013 | |||||
Income Tax Disclosure [Abstract] | |||||
Income Tax Recovery | Year ended | Year ended | |||
30-Jun-13 | 30-Jun-12 | ||||
Net loss for the period – attributed to common shareholders | $ | (165,546) | $ | (454,944) | |
Statutory and effective rates | 25% | 25% | |||
Income tax recovery at effective rate | $ | -41,387 | $ | -113,736 | |
Effect of deductible and non-deductible amounts | 13,085 | 8,614 | |||
Effect of change in income tax rates | - | (10,625) | |||
Change in valuation allowance | 28,302 | 115,748 | |||
Corporate income tax recovery recognized in the accounts | $ | - | $ | - | |
Deferred Tax Assets Recognized | 30-Jun-13 | 30-Jun-12 | |||
Non-capital losses carried forward | $ | 224,287 | $ | 208,212 | |
Share issue costs | 1,038 | 1,556 | |||
Equipment | 5,796 | (6,949) | |||
Deferred tax asset value | 231,121 | 202,819 | |||
Valuation allowance | -231,121 | -202,819 | |||
Deferred tax assets recognized | $ | - | $ | - |
Note_3_Property_and_Equipment_
Note 3 - Property and Equipment (Details Narrative) (CAD) | 12 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2012 | |
Property and equipment | ||
[us-gaap:GainLossOnDispositionOfAssets] | 28,509 | 2,094 |