Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 25, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Sanborn Resources, Ltd. | ' |
Entity Central Index Key | '0001530874 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
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 | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 42,674,381 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $17,094 | $2,346 |
Total Assets | 17,094 | 2,346 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 20,539 | 19,037 |
Notes payable | ' | 50,000 |
Total Current Liabilities | 20,539 | 69,037 |
Commitments and Contingencies | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock, par value $0.0001 per share, 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2013 and 2012, respectively | ' | ' |
Common stock, par value $0.0001 per share, 1,000,000,000 shares authorized; 42,381,281 and 240,000,000 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 4,238 | 24,000 |
Additional paid-in capital | 152,488 | 45,253 |
Accumulated deficit during development stage | -160,171 | -135,944 |
Total stockholders' deficit | -3,445 | -66,691 |
Total Liabilities and Stockholders' Deficit | $17,094 | $2,346 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 42,381,281 | 42,381,281 |
Common stock, shares outstanding | 240,000,000 | 240,000,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 32 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
Operating Expenses: | ' | ' | ' |
Professional fees | 205,649 | 101,568 | 311,868 |
Compensation expense | 61,600 | ' | 61,600 |
Consulting fees | ' | 24,700 | 24,700 |
Travel | ' | 19,920 | 19,920 |
General and administrative | 20,304 | 14,590 | 38,594 |
Total operating expenses | 287,553 | 160,778 | 456,682 |
Net loss from operations | -287,553 | -160,778 | -456,682 |
Other Expenses | ' | ' | ' |
Interest expense | -76,130 | -1,665 | -77,795 |
Total other expenses | -76,130 | -1,665 | -77,795 |
Loss from continuing operations before provision for income taxes | -363,683 | -162,443 | -534,477 |
Provision for Income Taxes | ' | ' | ' |
Loss from continuing operations | -363,683 | -162,443 | -534,477 |
Gain on sale of subsidiary | 463,622 | ' | 463,622 |
Gain (Loss) from discontinued operations | -124,166 | 26,690 | -89,316 |
Net Loss | -24,227 | -135,753 | -160,171 |
Basic earnings (loss) per common share: | ' | ' | ' |
Net loss from continuing operations | $0 | $0 | ' |
Net income from discontinued operations | $0 | $0 | ' |
Total basic earnings | $0 | $0 | ' |
Weighted Average Number of Common Shares | ' | ' | ' |
Outstanding - Basic and Diluted | $113,713,036 | $231,803,279 | ' |
Shareholders_Equity
Shareholders Equity (USD $) | Common stock Shares | Common stock Amount | Additional Paid-in Capital | Accumulated Deficit During the Development Stage | Total |
Balance, May 17, 2011 (Inception) at May. 16, 2011 | ' | ' | ' | ' | ' |
Common stock issued for cash ($0.015/share) | $200,000,000 | $20,000 | $10,000 | ' | $30,000 |
Net loss for the period | ' | ' | ' | -191 | -191 |
Balance, December 31, 2011 | 200,000,000 | 20,000 | 10,000 | -191 | 29,809 |
Common stock issued for cash ($0.10/share) | 40,000,000 | 4,000 | 16,500 | ' | 20,500 |
Contributed capital | ' | ' | 18,753 | ' | 18,753 |
Net loss for the period | ' | ' | ' | -135,753 | -135,753 |
Balance, December 31, 2012 | 240,000,000 | 24,000 | 45,253 | -135,944 | -66,691 |
Cancellation of common stock | -199,750,000 | -19,975 | 19,975 | ' | ' |
Common stock issued for services | 444,444 | 44 | 19,955 | ' | 19,999 |
Common stock issued for accrued legal fees | 484,512 | 48 | 19,332 | ' | 19,380 |
Common stock issued for debt conversion | 1,202,325 | 120 | 47,973 | ' | 48,093 |
Net income for the period | ' | ' | ' | ($24,227) | ($24,227) |
Balance, December 31, 2013 at Dec. 31, 2013 | 42,381,281 | 4,238 | 152,488 | -160,171 | -3,445 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 32 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($24,227) | ($135,753) | ($160,171) |
Adjustments to reconcile net loss to net cash provided by (used in) by operating activities: | ' | ' | ' |
Depreciation and amortization | 21,926 | ' | 21,926 |
Shares issued for services | 39,380 | ' | 39,380 |
Loss on foreign currency | 4,124 | ' | 4,124 |
Gain from sale of discontinued operations | -463,622 | ' | -463,622 |
Changes in operating assets and liabilities: | ' | ' | ' |
Trade and other receivables | 9,353 | ' | 9,353 |
Prepaid and other assets | 767 | ' | 767 |
Deferred offering costs | ' | 19,500 | ' |
Accounts payable and accrued expenses | 50,998 | -14,376 | 70,035 |
Net Cash Used in Operating Activities | -361,301 | -130,629 | -478,208 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Issuance of note receivable | -10,000 | ' | -10,000 |
Payment received on note receivable | 10,000 | ' | 10,000 |
Cash used in acquisition | -700,000 | ' | -700,000 |
Net Cash Used in Investing Activities | -700,000 | ' | -700,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from notes payable | 1,015,000 | 50,000 | 1,065,000 |
Proceeds from notes payable - related party | 12,956 | ' | 12,956 |
Proceeds from loans | 48,093 | ' | 48,093 |
Contributed capital | ' | 18,753 | 18,753 |
Proceeds from the sale of common stock | ' | 20,500 | 50,500 |
Net Cash Provided by Financing Activities | 1,076,049 | 89,253 | 1,195,302 |
Net Increase (decrease) in Cash | 14,748 | -41,376 | 17,094 |
Cash - Beginning of Year | ' | 43,722 | ' |
Cash - End of Year | 17,094 | 2,346 | 17,094 |
Cash paid during the period for: | ' | ' | ' |
Interest | ' | ' | ' |
Income taxes | ' | ' | ' |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ' | ' | ' |
Common stock issued for services | 39,380 | ' | 39,380 |
Common stock issued for conversion of note payable | 48,093 | ' | 48,093 |
Notes payable assumed in connection with sale of subsidiary | $1,065,000 | ' | $1,065,000 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Organization | |||
Sanborn Resources, Ltd., formerly Universal Tech Corp. (the “Company”), was incorporated under the laws of the State of Delaware on May 17, 2011. The Company’s business was in the field of direct marketing and sale of art. | |||
On March 4, 2013, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to, among other things, (1) effect a one hundred for one (100:1) forward split of the Company’s common stock, (2) change the name of the Company to Sanborn Resources, Ltd. and (iii) change the authorized stock to one billion (1,000,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock. All share and per share values for all periods presented in the accompanying financial statements are retroactively restated for the effect of the forward split. | |||
On April 17, 2013 and effective on April 3, 2013, Inti Holdings Limited (“Inti Holdings”), a corporation incorporated on January 8, 2013 pursuant to the laws of the Cayman Islands (“Inti Holdings”), and a newly formed wholly owned subsidiary of the Company, purchased 100% of the outstanding capital stock of Rae Wallace Peru S.A.C., a corporation formed under the laws of Peru (“Rae Wallace”), pursuant to the terms of a Share Purchase Agreement by and among Inti Holdings, Rae Wallace and Rae-Wallace Mining Company and George Cole, the sole shareholders of Rae Wallace (the “Rae Wallace Shareholders, and the agreement, the “Share Purchase Agreement”). In consideration for the acquisition of Rae Wallace, Inti Holdings paid the Rae Wallace Shareholders an aggregate purchase price of $700,000. Rae Wallace is the owner of certain properties and mineral rights located in Peru. Certain of these properties are subject to third party royalty payments from the sale or disposition of all minerals produced by such covered properties. Following the acquisition, the Company discontinued its marketing and sale of art business and had intended to focus its efforts on mining and minerals in Peru. | |||
Effective December 30, 2013, the Company entered into a Stock Purchase Agreement (the “Agreement”) whereby the Company transferred all of its shareholdings of its wholly owned subsidiary, Inti Holdings, to Tuscan Capital, Ltd., a corporation formed under the laws of the Cayman Islands (“Tuscan”). Pursuant to the Agreement, as partial consideration for the Company’s transfer of all of the issued and outstanding shares of common stock of Inti Holdings, Tuscan consented to the assignment and assumption of all obligations and amounts due pursuant to three promissory notes in which the Company borrowed a total of $150,000. All of the note holders have signed consents to such assignments to Tuscan, and therefore, the Company is no longer indebted for such amounts due thereunder. Additionally, as consideration of the transfer of all of the issued and outstanding shares of common stock of Inti Holdings to Tuscan, Tuscan has released and cancelled three promissory notes in which Tuscan had loaned the Company a total of $915,000. As a result, promissory notes in an aggregate amount of $1,065,000 have been cancelled and the Company has satisfied its obligations under these notes. Consequently, on December 30, 2013, Inti Holdings is no longer a subsidiary of the Company and no longer holds any ownership interest in Rae Wallace. The Company intends to discontinue its efforts on mining and mineral business. | |||
Basis of Presentation | |||
The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). | |||
Use of Estimates and Assumptions | |||
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Development Stage Company | |||
The Company is presented as a development stage company. Activities during the development stage include organizing the business and raising capital. The Company is a development stage company with insignificant revenues and no profits. The Company has not commenced significant operations and, in accordance with Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”, is considered a development stage company. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’ account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. At December 31, 2013 and 2012, the Company has not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Fair Value of Financial Instruments and Fair Value Measurements | |||
The Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities; | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data; and | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
Fair Value of Financial Instruments and Fair Value Measurements (continued) | |||
The carrying amounts reported in the balance sheet for accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. | |||
In addition, FASB ASC 825-10-25 “Fair Value Option” was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. | |||
Mineral property acquisition and exploration costs | |||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred and has been included in the loss from discontinued operations as a result of the sale of Inti Holdings (see Note 1). The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. The Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. | |||
Impairment of long-lived assets | |||
The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company's continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets for the years ended December 31, 2013 and 2012. | |||
Foreign currency translation | |||
The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s former subsidiary, Rae Wallace, is Peruvian Nuevo Sol (“PEN”), the official currency of Peru. Capital accounts of Rae Wallace are translated into United States dollars from PEN at their historical exchange rates when the capital transactions occurred. Assets and liabilities were translated at the exchange rates as of the balance sheet dates. Income and expenditures were translated at the average exchange rates for the period from acquisition date to December 30, 2013, the date of disposal of Rae Wallace (see Note 1). On December 30, 2013, the Company ceased its operations in Peru. During the year ended December 31, 2013, the Company recognized realized foreign currency translation loss of $58,155 related to the Company’s former subsidiary, Rae Wallace, as reflected in the accompanying statement of operations. | |||
A summary of the conversion rates for the periods presented is as follows: | |||
30-Dec-13 | |||
Period end PEN: U.S. dollar exchange rate | 2.8433 | ||
Average for the period from acquisition date to December 30, 2013 (the date of disposal) PEN: U.S. dollar exchange rate | 2.742 | ||
Stock-based compensation | |||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the non-employee’s service period. | |||
Basic and Diluted Net Loss per Share | |||
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. There were no dilutive financial instruments issued or outstanding for the years ended December 31, 2013 and 2012. | |||
Income Taxes | |||
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||
The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, it is highly certain that some positions taken would be situated upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. | |||
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |||
The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||
The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax position considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely that not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |||
Recent Accounting Pronouncements | |||
Accounting standards which were not effective until after December 31, 2013 are not expected to have a material impact on the Company’s financial position or results of operations. | |||
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
GOING CONCERN | ' |
NOTE 2 - GOING CONCERN | |
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit and accumulated deficit of $3,445 and $160,171, respectively, as of December 31, 2013, negative cash flows from operating activities and net loss of $361,301 and $24,227, respectively, for the year ended December 31, 2013. The Company anticipates further losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. | |
NOTE_RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE RECEIVABLE | ' |
NOTE 3 – NOTE RECEIVABLE | |
In January 2013, the Company was issued a note receivable of $10,000 by Rae Wallace (see Note 1). The note was non-interest bearing. The borrower had the option of paying the principal sum to the Company in advance in full or in part at any time without premium or penalty. The principal was due on demand, which demand may be made by the Company at any time after March 1, 2013. In April 2013, contemporaneously with the closing of the acquisition of Rae Wallace, the Company collected the $10,000 note receivable. |
ACQUISITION
ACQUISITION | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
ACQUISITION | ' | ||||
NOTE 4 – ACQUISITION | |||||
On April 17, 2013 and effective April 3, 2013, through the Company’s wholly owned subsidiary, Inti Holdings, purchased 100% of the outstanding capital stock of Rae Wallace, pursuant to the terms of a Share Purchase Agreement by and among Inti Holdings, Rae Wallace and Rae-Wallace Mining Company and George Cole, the sole shareholders of Rae Wallace (see Note 1). In consideration for the acquisition of Rae Wallace, Inti Holdings paid the Rae Wallace Shareholders an aggregate purchase price of $700,000. The Share Purchase Agreement is being accounted for as an acquisition of assets rather than a business pursuant to Financial Accounting Standards Board Accounting Standards Codification 805-50-30 “Business Combinations”. | |||||
The Company believes that Rae Wallace does not constitute a business. Rae Wallace has inputs (mineral rights) and does not have any processes and outputs. Rae Wallace does not have ongoing exploration and operational processes to explore, evaluate, develop and extract minerals. In addition, Rae Wallace has no employees working on exploration and development of the mineral properties. There are no environmental and production permits. As a result, the Company concluded that Rae Wallace does not constitute a business. | |||||
Accordingly, assets acquired through a transaction that is not a business combination shall be measured based on the cash consideration paid plus either the fair value of the non-cash consideration given or the fair value of the assets acquired, whichever is more clearly evident. | |||||
The purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: | |||||
At April 3, 2013 | |||||
Consideration: | |||||
Cash | $ | 700,000 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Financial assets | 101,364 | ||||
Property, plant and equipment | 25,410 | ||||
Mineral rights | 287,478 | ||||
Financial liabilities | (123,754 | ) | |||
Goodwill | 409,502 | ||||
Net purchase price | $ | 700,000 |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
DISCONTINUED OPERATIONS | ' | ||||||||
NOTE 5 – DISCONTINUED OPERATIONS | |||||||||
Following the acquisition pursuant to the Share Purchase Agreement (see Note 4), the Company decided to discontinue its marketing and sale of art business. Additionally, on December 30, 2013 following the sale of the Company’s former subsidiary, Inti Holdings (see Note 1), the Company intends to discontinue its efforts on mining and mineral business. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. | |||||||||
The following table indicates selected financial data of the Company’s discontinued operations of its mining and mineral business in 2013 and marketing and sale of art business in 2012. | |||||||||
For the Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Revenues | $ | — | $ | 78,500 | |||||
Cost of revenues | — | 51,810 | |||||||
Gross profit | — | 26,690 | |||||||
Operating and other non-operating expenses | (124,166 | ) | — | ||||||
Income (loss) from discontinued operations | $ | (124,166 | ) | $ | 26,690 | ||||
For the year ended December 31, 2013, the Company recorded a gain from the sale of its subsidiary, Inti Holdings, as follows: | |||||||||
Consideration received in connection with the Stock Purchase Agreement : | |||||||||
Assignment and release of notes payable (see Note 1) | $ | 1,065,000 | |||||||
Assignment and release of accrued interest for notes payable (see Note 1) | 77,796 | ||||||||
Total consideration received | 1,142,796 | ||||||||
Less: net liabilities of former subsidiary on December 30, 2013 | 679,174 | ||||||||
Gain from sale of discontinued operations, net of tax | $ | 463,622 |
LOANS_AND_NOTES_PAYABLE
LOANS AND NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
LOANS AND NOTES PAYABLE | ' |
NOTE 6 – LOANS AND NOTES PAYABLE | |
Loans Payable | |
Between October 2013 and December 2013, the Company received gross proceeds from loans in the aggregate amount of $48,093 from an unrelated party. The loans were non-interest bearing and were due on demand. The loans were used for working capital purposes. In December 2013, the Company issued 1,202,325 shares of its common stock in connection with the conversion of these loans amounting to $48,093. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.04 per common share. | |
Notes Payable | |
On October 10, 2012, the Company issued a note payable amounting to $50,000. The note bore interest at 16% per annum and was due on demand. The note was used for working capital purposes. | |
On January 16, 2013 and February 27, 2013, the Company issued notes payable in the aggregate amount of $100,000. The notes bore interest at 16% per annum and were due on demand. The note was used for working capital purposes. | |
On April 10, 2013, the Company issued a note payable amounting to $775,000. The note bore interest at 8% per annum and was due after thirteen months, unless extended by the holder. This note may be accelerated upon the sale of any equity or equity-linked securities in the minimum amount of $1,000,000 net proceeds to the Company. The proceeds of this note were used for the acquisition of Rae Wallace and working capital purposes. | |
Between June 13, 2013 and July 13, 2013, the Company issued notes payable aggregating to $140,000. The notes bore interest at 16% per annum and were payable on demand. The Company had the right at any time to pay all or portion of the principal amount without notice or penalty. The notes were used for working capital purposes. | |
On December 30, 2013, in connection with the Stock Purchase Agreement (see Note 1), Tuscan consented to the assignment and assumption of all obligations and amounts (including accrued interest) due pursuant to three promissory notes issued on October 10, 2012, January 16, 2013 and February 27, 2013 with a total amount of $150,000. All of the note holders have signed consents to such assignments to Tuscan, and therefore, the Company is no longer indebted for such amounts due thereunder. Additionally, as consideration of the transfer of all of the issued and outstanding shares of common stock of Inti Holdings to Tuscan, Tuscan has released and cancelled three promissory notes (including accrued interest) in which Tuscan had loaned the Company a total of $915,000 issued on April 10, 2013, June 13, 2013 and July 13, 2013. | |
At December 31, 2013 and 2012, notes payable amounted to $0 and $50,000, respectively, and accrued interest payable, which is included in accounts payable and accrued expenses amounted to $0 and $1,666 respectively. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERSb DEFICIT | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
STOCKHOLDERSb DEFICIT | ' |
NOTE 7 – STOCKHOLDERS’ DEFICIT | |
On May 18, 2011, the Company sold 150,000,000 shares of common stock to a former director of the Company for gross proceeds of $22,500, at a price of $0.00015 per share. | |
On May 23, 2011, the Company sold 50,000,000 post-split shares of common stock to the former secretary of the Company for gross proceeds of $7,500, at a price of $0.00015 per share. | |
The Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 120,000,000 shares of newly issued common stock at an offering price of $0.001 per share for proceeds of up to $120,000. On March 16, 2012, the Company sold 40,000,000 shares of common stock pursuant to the Registration Statement on Form S-1 for gross proceeds of $40,000. The Company paid offering costs of $19,500 related to this sale of the Company’s common stock and were charged against additional paid in capital. | |
In May 2013, the Company cancelled 199,750,000 shares of common stock owned by the Company’s Chief Executive Officer. In connection with the return of the 199,750,000 shares of common stock, the Company valued the cancelled shares at par value of $0.0001 per share and recorded it against paid in capital. | |
In October 2013, the Company issued 333,333 shares of its common stock to the former Chief Executive Officer for services rendered. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.045 per common share. In connection with the issuance of these common shares, the Company recorded stock-based compensation of $15,000 during the year ended December 31, 2013. | |
In October 2013, the Company issued 111,111 shares of its common stock to a consultant for administrative services rendered. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.045 per common share. In connection with the issuance of these common shares, the Company recorded stock based professional fees of $4,999 during the year ended December 31, 2013. | |
In December 2013, the Company issued 484,512 shares of its common stock to a consultant for accrued legal fees. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.04 per common share. In connection with the issuance of these common shares, the Company reduced accrued expenses of $19,380. | |
In December 2013, the Company issued 1,202,325 shares of its common stock in connection with the conversion of loans amounting to $48,093. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.04 per common share. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 8 – INCOME TAXES | |||||||||
The Company has incurred aggregate net operating losses of approximately $24,227 for income tax purposes for the year ended December 31, 2013. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2033. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as warranted. | |||||||||
The Company’s income tax expense (benefit) differs from the “expected” tax expense for Federal income tax purposes computed by applying a Federal corporate tax rate of 34% to loss before income taxes as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
U.S “expected” income tax | $ | (8,237 | ) | $ | (46,156 | ) | |||
State income taxes, net of benefit | (1,211 | ) | (6,788 | ) | |||||
Permanent differences : | |||||||||
Stock based compensation and consulting | 39,380 | — | |||||||
Change in valuation allowance | (29,932 | ) | 52,944 | ||||||
Total provision for income taxes | $ | — | $ | — | |||||
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows: | |||||||||
Deferred tax assets: | 31-Dec-13 | 31-Dec-12 | |||||||
Net operating loss carryover | 23,012 | 52,944 | |||||||
Less: valuation allowance | (23,012 | ) | (52,944 | ) | |||||
Net deferred tax asset | $ | — | $ | — | |||||
The valuation allowance at December 31, 2013 was $23,012. The decrease during 2013 was $29,932. The Company has identified its federal income tax return as its major tax jurisdiction. The fiscal 2012 and 2013 years are still open for examination. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 9 – RELATED PARTY TRANSACTIONS | |
On May 18, 2011, the Company sold 150,000,000 shares of common stock to a former director of the Company for gross proceeds of $22,500, at a price of $0.00015 per share. | |
On May 23, 2011, the Company sold 50,000,000 shares of common stock to the former secretary of the Company for gross proceeds of $7,500, at a price of $0.00015 per share. | |
On October 3, 2012, the former director of the Company contributed capital for operating expenses amounting to $18,753. The Company recorded such contributed capital to additional paid in capital. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 10 – SUBSEQUENT EVENTS | |
In January 2014, the Company issued 200,000 shares of its common stock to a consultant for legal services rendered in January 2014. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.04 per common share. In connection with the issuance of these common shares, the Company recorded legal fees of $8,000. | |
In January 2014, the Company issued 93,100 shares of its common stock in connection with the conversion of loans amounting to $3,724. The Company valued these common shares at the fair value based on quoted market price on the date of grant of $0.04 per common share. |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
Organization | ' | ||
Organization | |||
Sanborn Resources, Ltd., formerly Universal Tech Corp. (the “Company”), was incorporated under the laws of the State of Delaware on May 17, 2011. The Company’s business was in the field of direct marketing and sale of art. | |||
On March 4, 2013, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to, among other things, (1) effect a one hundred for one (100:1) forward split of the Company’s common stock, (2) change the name of the Company to Sanborn Resources, Ltd. and (iii) change the authorized stock to one billion (1,000,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock. All share and per share values for all periods presented in the accompanying financial statements are retroactively restated for the effect of the forward split. | |||
On April 17, 2013 and effective on April 3, 2013, Inti Holdings Limited (“Inti Holdings”), a corporation incorporated on January 8, 2013 pursuant to the laws of the Cayman Islands (“Inti Holdings”), and a newly formed wholly owned subsidiary of the Company, purchased 100% of the outstanding capital stock of Rae Wallace Peru S.A.C., a corporation formed under the laws of Peru (“Rae Wallace”), pursuant to the terms of a Share Purchase Agreement by and among Inti Holdings, Rae Wallace and Rae-Wallace Mining Company and George Cole, the sole shareholders of Rae Wallace (the “Rae Wallace Shareholders, and the agreement, the “Share Purchase Agreement”). In consideration for the acquisition of Rae Wallace, Inti Holdings paid the Rae Wallace Shareholders an aggregate purchase price of $700,000. Rae Wallace is the owner of certain properties and mineral rights located in Peru. Certain of these properties are subject to third party royalty payments from the sale or disposition of all minerals produced by such covered properties. Following the acquisition, the Company discontinued its marketing and sale of art business and had intended to focus its efforts on mining and minerals in Peru. | |||
Effective December 30, 2013, the Company entered into a Stock Purchase Agreement (the “Agreement”) whereby the Company transferred all of its shareholdings of its wholly owned subsidiary, Inti Holdings, to Tuscan Capital, Ltd., a corporation formed under the laws of the Cayman Islands (“Tuscan”). Pursuant to the Agreement, as partial consideration for the Company’s transfer of all of the issued and outstanding shares of common stock of Inti Holdings, Tuscan consented to the assignment and assumption of all obligations and amounts due pursuant to three promissory notes in which the Company borrowed a total of $150,000. All of the note holders have signed consents to such assignments to Tuscan, and therefore, the Company is no longer indebted for such amounts due thereunder. Additionally, as consideration of the transfer of all of the issued and outstanding shares of common stock of Inti Holdings to Tuscan, Tuscan has released and cancelled three promissory notes in which Tuscan had loaned the Company a total of $915,000. As a result, promissory notes in an aggregate amount of $1,065,000 have been cancelled and the Company has satisfied its obligations under these notes. Consequently, on December 30, 2013, Inti Holdings is no longer a subsidiary of the Company and no longer holds any ownership interest in Rae Wallace. The Company intends to discontinue its efforts on mining and mineral business. | |||
Basis of Presentation | ' | ||
Basis of Presentation | |||
The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). | |||
Use of Estimates and Assumptions | ' | ||
Use of Estimates and Assumptions | |||
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Development Stage Company | ' | ||
Development Stage Company | |||
The Company is presented as a development stage company. Activities during the development stage include organizing the business and raising capital. The Company is a development stage company with insignificant revenues and no profits. The Company has not commenced significant operations and, in accordance with Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”, is considered a development stage company. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’ account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. At December 31, 2013 and 2012, the Company has not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Fair Value of Financial Instruments and Fair Value Measurements | |||
The Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities; | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data; and | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
Fair Value of Financial Instruments and Fair Value Measurements (continued) | |||
The carrying amounts reported in the balance sheet for accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. | |||
In addition, FASB ASC 825-10-25 “Fair Value Option” was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. | |||
Mineral property acquisition and exploration costs | ' | ||
Mineral property acquisition and exploration costs | |||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred and has been included in the loss from discontinued operations as a result of the sale of Inti Holdings (see Note 1). The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. The Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. | |||
Impairment of long-lived assets | ' | ||
Impairment of long-lived assets | |||
The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company's continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company's continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets for the years ended December 31, 2013 and 2012. | |||
Foreign currency translation | ' | ||
Foreign currency translation | |||
The Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional currency of the Company’s former subsidiary, Rae Wallace, is Peruvian Nuevo Sol (“PEN”), the official currency of Peru. Capital accounts of Rae Wallace are translated into United States dollars from PEN at their historical exchange rates when the capital transactions occurred. Assets and liabilities were translated at the exchange rates as of the balance sheet dates. Income and expenditures were translated at the average exchange rates for the period from acquisition date to December 30, 2013, the date of disposal of Rae Wallace (see Note 1). On December 30, 2013, the Company ceased its operations in Peru. During the year ended December 31, 2013, the Company recognized realized foreign currency translation loss of $58,155 related to the Company’s former subsidiary, Rae Wallace, as reflected in the accompanying statement of operations. | |||
A summary of the conversion rates for the periods presented is as follows: | |||
30-Dec-13 | |||
Period end PEN: U.S. dollar exchange rate | 2.8433 | ||
Average for the period from acquisition date to December 30, 2013 (the date of disposal) PEN: U.S. dollar exchange rate | 2.742 | ||
Stock-based compensation | ' | ||
Stock-based compensation | |||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the non-employee’s service period. | |||
Basic and Diluted Net Loss per Share | ' | ||
Basic and Diluted Net Loss per Share | |||
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. There were no dilutive financial instruments issued or outstanding for the years ended December 31, 2013 and 2012. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||
The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, it is highly certain that some positions taken would be situated upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. | |||
Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |||
The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||
The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax position considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely that not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
Accounting standards which were not effective until after December 31, 2013 are not expected to have a material impact on the Company’s financial position or results of operations. |
ACQUISITION_Tables
ACQUISITION (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Purchase price paid | ' | ||||
At April 3, 2013 | |||||
Consideration: | |||||
Cash | $ | 700,000 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Financial assets | 101,364 | ||||
Property, plant and equipment | 25,410 | ||||
Mineral rights | 287,478 | ||||
Financial liabilities | (123,754 | ) | |||
Goodwill | 409,502 | ||||
Net purchase price | $ | 700,000 |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
The following table indicates selected financial data | ' | ||||||||
For the Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Revenues | $ | — | $ | 78,500 | |||||
Cost of revenues | — | 51,810 | |||||||
Gross profit | — | 26,690 | |||||||
Operating and other non-operating expenses | (124,166 | ) | — | ||||||
Income (loss) from discontinued operations | $ | (124,166 | ) | $ | 26,690 | ||||
Company recorded a gain from the sale of its subsidiary | ' | ||||||||
Consideration received in connection with the Stock Purchase Agreement : | |||||||||
Assignment and release of notes payable (see Note 1) | $ | 1,065,000 | |||||||
Assignment and release of accrued interest for notes payable (see Note 1) | 77,796 | ||||||||
Total consideration received | 1,142,796 | ||||||||
Less: net liabilities of former subsidiary on December 30, 2013 | 679,174 | ||||||||
Gain from sale of discontinued operations, net of tax | $ | 463,622 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
The Companybs income tax expense (benefit) differs | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
U.S “expected” income tax | $ | (8,237 | ) | $ | (46,156 | ) | |||
State income taxes, net of benefit | (1,211 | ) | (6,788 | ) | |||||
Permanent differences : | |||||||||
Stock based compensation and consulting | 39,380 | — | |||||||
Change in valuation allowance | (29,932 | ) | 52,944 | ||||||
Total provision for income taxes | $ | — | $ | — | |||||
The tax effects of temporary differences that give rise to significant portions | ' | ||||||||
Deferred tax assets: | 31-Dec-13 | 31-Dec-12 | |||||||
Net operating loss carryover | 23,012 | 52,944 | |||||||
Less: valuation allowance | (23,012 | ) | (52,944 | ) | |||||
Net deferred tax asset | $ | — | $ | — |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | Dec. 31, 2013 |
Notes to Financial Statements | ' |
Stockholders' deficit | $3,445 |
Accumulated deficit | 160,171 |
Operating activities | 361,301 |
Net loss | $24,227 |
NOTE_RECEIVABLE_Details_Narrat
NOTE RECEIVABLE (Details Narrative) (USD $) | Apr. 01, 2013 | Jan. 01, 2013 |
Notes to Financial Statements | ' | ' |
Note receivable | ' | $10,000 |
Note receivable | $10,000 | ' |
ACQUISITION_Details_Narrative
ACQUISITION (Details Narrative) (USD $) | Apr. 17, 2013 |
Notes to Financial Statements | ' |
Aggregate purchase price | $700,000 |
LOANS_AND_NOTES_PAYABLE_Detail
LOANS AND NOTES PAYABLE (Details Narrative) (USD $) | Dec. 31, 2013 | Oct. 01, 2013 | Jun. 13, 2013 | Apr. 10, 2013 | Jan. 16, 2013 | Dec. 31, 2012 | Oct. 10, 2012 |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' |
gross proceeds from loans | ' | 48,093 | ' | ' | ' | ' | ' |
Common stock shares issued | 1,202,325 | ' | ' | ' | ' | ' | ' |
Loans amounting | $48,093 | ' | ' | ' | ' | ' | ' |
Per common share | $0.04 | ' | ' | ' | ' | ' | ' |
Note payable amounting | ' | ' | ' | ' | ' | ' | 50,000 |
Notes payable in the aggregate amount | ' | ' | ' | ' | 100,000 | ' | ' |
Note payable amounting | ' | ' | ' | 775,000 | ' | ' | ' |
Net proceeds | ' | ' | ' | 1,000,000 | ' | ' | ' |
Notes payable aggregating | ' | ' | 140,000 | ' | ' | ' | ' |
Promissory notes total amount | ' | ' | ' | ' | ' | ' | 150,000 |
Promissory notes (including accrued interest) total issued | ' | ' | 915,000 | ' | ' | ' | ' |
Notes payable amounted | 0 | ' | ' | ' | ' | ' | ' |
Notes payable amounted | ' | ' | ' | ' | ' | 50,000 | ' |
Accrued interest payable | 0 | ' | ' | ' | ' | ' | ' |
Accrued interest payable | ' | ' | ' | ' | ' | $1,666 | ' |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERSb DEFICIT (Details Narrative) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Oct. 01, 2013 | 18-May-13 | 1-May-13 | Mar. 16, 2012 | 23-May-11 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' |
Sold shares of common stock | ' | ' | $150,000,000 | ' | ' | ' |
Gross proceeds | ' | ' | 22,500 | ' | ' | ' |
Per share | ' | ' | $0.00 | ' | ' | ' |
Sold post-split shares of common stock | ' | ' | ' | ' | ' | 50,000,000 |
Gross proceeds | ' | ' | ' | ' | ' | 7,500 |
Per share | ' | ' | ' | ' | ' | $0.00 |
Newly issued common stock | ' | ' | ' | ' | 120,000,000 | ' |
Per share | ' | ' | ' | ' | $0.00 | ' |
Share for proceeds | ' | ' | ' | ' | 120,000 | ' |
Sold shares of common stock | ' | ' | ' | ' | 40,000,000 | ' |
Gross proceeds | ' | ' | ' | ' | 40,000 | ' |
Company paid offering costs | ' | ' | ' | ' | 19,500 | ' |
Cancelled shares of common stock | ' | ' | ' | 199,750,000 | ' | ' |
Return shares of common | ' | ' | ' | 199,750,000 | ' | ' |
Per share | ' | ' | ' | 0.0001 | ' | ' |
Common stock shares issued | ' | 333,333 | ' | ' | ' | ' |
Per common share | ' | $0.05 | ' | ' | ' | ' |
Stock-based compensation | 15,000 | ' | ' | ' | ' | ' |
Common stock shares issued | ' | 111,111 | ' | ' | ' | ' |
Per common share | ' | $0.05 | ' | ' | ' | ' |
Stock based professional fees | 4,999 | ' | ' | ' | ' | ' |
Common stock shares issued | 484,512 | ' | ' | ' | ' | ' |
Per common share | $0.04 | ' | ' | ' | ' | ' |
Accrued expenses | 19,380 | ' | ' | ' | ' | ' |
Common stock shares issued | 1,202,325 | ' | ' | ' | ' | ' |
Conversion of loans amounting | $48,093 | ' | ' | ' | ' | ' |
Per common share | $0.04 | ' | ' | ' | ' | ' |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Incurred aggregate net operating losses | $24,227 |
Valuation allowance | 23,012 |
Federal income tax return | $29,932 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Oct. 03, 2012 | 23-May-11 | 18-May-11 |
Notes to Financial Statements | ' | ' | ' |
Sold shares of common stock | ' | ' | $150,000,000 |
Gross proceeds | ' | ' | 22,500 |
Per share | ' | ' | $0.00 |
Sold shares of common stock | ' | 50,000,000 | ' |
Gross proceeds | ' | 7,500 | ' |
Per share | ' | $0.00 | ' |
Contributed capital for operating expenses | $18,753 | ' | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | Jan. 01, 2014 |
Subsequent Events [Abstract] | ' |
Common stock shares issued | 200,000 |
Per common share | $0.04 |
Legal fees | $8,000 |
Common stock shares issued | 93,100 |
Conversion of loans amounting | $3,724 |
Per common share | $0.04 |