Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Nevada Canyon Gold Corp. | ||
Entity Central Index Key | 1,605,481 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,009,000 | ||
Entity Common Stock, Shares Outstanding | 44,550,000 | ||
Trading Symbol | NGLD | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 2,981 | $ 51,789 |
Prepaid expenses | 8,249 | 15,008 |
Total Current Assets | 11,230 | 66,797 |
Equity investment | 1,338,547 | |
Mineral property interest | 69,152 | 65,000 |
TOTAL ASSETS | 1,418,929 | 131,797 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 150,800 | 8,200 |
Related party payable | 567,132 | 98,000 |
Notes and advances payable | 55,000 | |
Total Current Liabilities | 772,932 | 106,200 |
Deferred tax liability | 21,978 | |
TOTAL LIABILITIES | 794,910 | 106,200 |
Stockholders’ Equity | ||
Preferred stock: authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of December 31, 2017 and 2016 | ||
Common stock: authorized 100,000,000 common shares, $0.0001 par, 44,550,000 and 44,050,000 issued and outstanding as of December 31, 2017 and 2016, respectively | 4,455 | 4,405 |
Additional paid-in capital | 522,645 | 457,695 |
Retained earnings (deficit) | 749,641 | (436,503) |
Accumulated other comprehensive loss | (652,722) | |
Total Stockholders' Equity | 624,019 | 25,597 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,418,929 | $ 131,797 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 44,550,000 | 44,050,000 |
Common stock, shares outstanding | 44,550,000 | 44,050,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses | ||
Exploration expenses | $ 152,515 | $ 185,945 |
General and administrative expenses | 558,875 | 64,788 |
Professional fees | 12,504 | 34,684 |
Transfer agent and filing fees | 14,253 | 12,011 |
Total Operating Expenses | (738,147) | (297,428) |
Other items | ||
Consulting services | 20,000 | |
Accrued interest expense | (2,918) | |
Gain on sale of mineral interest | 2,262,519 | |
Recapture of interest | 2,837 | |
Net income (loss) before tax | 1,544,372 | (297,509) |
Deferred tax expense | (358,228) | |
Net income (loss) | 1,186,144 | (297,509) |
Other comprehensive loss | ||
Fair value loss on equity investment (net of tax effects of $336,250) | (652,722) | |
Comprehensive income (loss) | $ 533,422 | $ (297,509) |
Net income (loss) per common share - basic | $ 0.03 | $ 0 |
Net income (loss) per common share - diluted | $ 0.03 | $ 0 |
Weighted average number of common shares outstanding Basic and diluted | 44,140,411 | 88,802,049 |
Statements of Operations (Paren
Statements of Operations (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Statement [Abstract] | |
Tax effects on equity investment | $ 336,250 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2015 | $ 21,950 | $ 75,150 | $ (156,994) | $ (59,894) | |
Balance, shares at Dec. 31, 2015 | 219,500,000 | ||||
Common stock issued for corporate name | $ 80 | 7,920 | 8,000 | ||
Common stock issued for corporate name, shares | 800,000 | ||||
Common stock retired | $ (18,000) | 18,000 | |||
Common stock retired, shares | (180,000,000) | ||||
Common shares issued for cash | $ 375 | 374,625 | 375,000 | ||
Common shares issued for cash, shares | 3,750,000 | ||||
Net income loss for the year | (297,509) | (297,509) | |||
Balance at Dec. 31, 2016 | $ 4,405 | 457,695 | (436,503) | 25,597 | |
Balance, shares at Dec. 31, 2016 | 44,050,000 | ||||
Common stock issued for services | $ 50 | 64,950 | $ 65,000 | ||
Common stock issued for services, shares | 500,000 | 500,000 | |||
Net income loss for the year | 1,186,144 | $ 1,186,144 | |||
Other comprehensive loss | (652,722) | (652,722) | |||
Balance at Dec. 31, 2017 | $ 4,455 | $ 522,645 | $ 749,641 | $ (652,722) | $ 624,019 |
Balance, shares at Dec. 31, 2017 | 44,550,000 |
Statements of Cash Flow
Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows used in operating activities | ||
Net income (loss) | $ 1,186,144 | $ (297,509) |
Adjustment to reconcile net income (loss) to net cash used by operating activities: | ||
Non-cash interest expense | 2,918 | |
Recapture of interest | (2,837) | |
Share-based payment | 65,000 | 8,000 |
Deferred tax expense | 358,228 | |
Gain on sale of mineral interest | (2,262,519) | |
Changes in operating assets and liabilities: | ||
Accounts payable | 142,600 | 6,794 |
Prepaid expenses | 6,759 | (14,098) |
Related party payable | 435,000 | |
Net cashed used by operating activities | (68,788) | (296,732) |
INVESTING ACTIVITIES | ||
Acquisition of mineral property interests | (69,152) | |
Net cash used by investing activities | (69,152) | |
FINANCING ACTIVITIES | ||
Common stock | 375,000 | |
Advances from shareholders | 34,132 | 35,000 |
Notes and advances payable | 55,000 | |
Repayment of note payable | (100,506) | |
Net cash provided by financing activities | 89,132 | 309,494 |
Net increase (decrease) in cash | (48,808) | 12,762 |
Cash, at beginning | 51,789 | 39,027 |
Cash, at end | 2,981 | 51,789 |
Supplemental cash flow information: | ||
Cash paid for interest | 506 | |
Cash paid for income taxes | ||
Significant non-cash transactions: | ||
Common stock issued for corporate name | 8,000 | |
Shares received for mineral property | $ 2,327,519 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1 - NATURE OF BUSINESS Nevada Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp. On April 28, 2016, the Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has only recently begun its exploration operations and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars. Use of Estimates and Assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in a mineral property, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting, except for cash flow information. Equity Investments Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in other comprehensive income (loss). Income Taxes Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized. Income/ Loss per Share The Company’s basic income/loss per share is calculated by dividing its net income/loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive income/loss per share is calculated by dividing its net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Fair Value of Financial Instruments The Company’s financial instruments include cash, accounts payable, related party advances, and notes and advances payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2017 and 2016, respectively. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy, which prioritizes the inputs used in measuring fair value 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 requires the reporting entity to develop its own assumptions. Cash is measured at fair value using level 1 inputs. Stock-Based Compensation For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. The Company recognizes stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement. Mineral Property Interests Costs of exploration and costs of carrying and retaining unproven properties are expensed as incurred. The Company considers mineral rights to be tangible assets and accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights. Revenue Recognition Revenue consists of service revenue generated from management and consulting services. Revenue is recognized when services have been delivered, the amount is fixed or determinable, collection is probable and cost incurred or to incur can be measured reliably. Reclassification Certain prior period numbers have been reclassified to conform to current year presentation. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations except for the following: In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-01 (ASU 2016-01) “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2017. The most significant impact to our financial statements relates to the recognition and measurement of equity investments at fair value in our statement of operations. The adoption of ASU 2016-01 will increase the volatility of our other income (expense) as a result of the remeasurement of our equity investment through net income. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS Amounts due to related parties at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Amounts due to the Chief Executive Officer (“CEO”) (a) $ 165,132 $ 51,000 Amounts due to a company controlled by the CEO (a) 120,000 5,000 Amounts due to a director (a) 261,000 21,000 Advances due to a major shareholder (a) 21,000 21,000 Related party advances $ 567,132 $ 98,000 (a) These amounts are non-interest bearing, unsecured and due on demand. During the year ended December 31, 2017, the Company received $14,132 as a non-interest bearing advance from the Company’s CEO and $20,000 as a non-interest bearing advance from the Company’s director. During the year ended December 31, 2017, the Company repaid $5,000 in prior reimbursable expenses due to the company controlled by the CEO. Consulting fees of $120,000 were accrued to the company controlled by the CEO and $120,000 in consulting fees were accrued to a director of the Company. A bonus of $200,000 was accrued to the CEO and a director in relation to the completion of the Walker River transaction (Note 5). |
Mineral Property Interests
Mineral Property Interests | 12 Months Ended |
Dec. 31, 2017 | |
Extractive Industries [Abstract] | |
Mineral Property Interests | NOTE 4 – MINERAL PROPERTY INTERESTS Lapon Canyon Gold Property On December 17, 2015, the Company entered into a definitive agreement with Nevada Canyon Gold Corporation, a Nevada privately held corporation with the President and CEO in common (“NCG”), to acquire all of NCG’s rights, titles and interests in and into an exploration agreement with an option to form a joint venture with Walker River Resources Corp., a Canadian public company (“WRR”), dated September 15, 2015 (the “Agreement”). WRR owns a 100% undivided interest in and to the Lapon Canyon Gold (the “Property”), containing the Lapon Canyon claims, the subject of the Agreement. The Agreement did not grant the Company an interest in or to the Lapon Canyon claims, or any equity interest in WRR, but rather, granted the Company the right to earn up to an undivided 50% interest in the Lapon Canyon claims by incurring, over a two-year period, $500,000 in exploration and other expenses required to carry out a work program established and operated by WRR on the Lapon Canyon claims (“Eligible Expenses”) and, thereafter, granted the Company an option to enter into a joint venture with WRR for further exploration and development of the Lapon Canyon claims. In addition, the Agreement granted the Company the first right of refusal to acquire an additional 20% interest in the Lapon Canyon claims by the expenditure of additional funds and performance of additional tasks, all related to the joint venture. Full consideration for all rights in and to the Agreement consisted of the following: payment of $65,000 by the Company to NCG comprised of an initial cash deposit of $25,000, a cash payment of $30,000 and the balance of $10,000 paid through the issuance of 1,000,000 restricted common shares of the Company issued to NCG at a price of $0.01. All consideration had been fully paid as at December 31, 2015. On July 5, 2017, the Company entered into a property purchase agreement (the “Purchase Agreement”) with WRR on the Lapon Canyon Project. Under the terms of the Purchase Agreement WRR agreed to buy back the Company’s 30% interest in the Lapon Canyon Project in exchange for 9,100,000 common shares of WRR and warrants to acquire an additional 11,900,000 common shares (the “WRR Warrant”). Each WRR Warrant is exercisable for a period of five years without further consideration into one common share in the capital of WRR. The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR. Closing of the Purchase Agreement was subject to the acceptance of the TSX Venture Exchange, which was received on July 17, 2017. All securities issued pursuant to the Purchase Agreement are subject to a hold period expiring on November 20, 2017. At initial recognition, the Company recorded $2,327,519 as fair market value of common shares and WRR warrants based on then current share price of $0.11 (CAD$0.14) per share. The transaction resulted in $2,262,519 gain from the sale of mineral assets, and was recorded in the statement of operations. During the year ended December 31, 2017, the Company incurred $29,292 in Eligible Expenses (2016 – $227,787) on the Lapon Canyon claims of which $29,292 represented exploration expenses (2016 – $185,945). Garfield Flats Project On June 7, 2017, the Company entered into an exploration lease and option to purchase agreement (the “Garfield Agreement”) with Goodsprings Development LLC (the “Vendor”), a Nevada limited liability corporation on the Garfield Flats Project (the “Garfield Property”), consisting of six (6) Orsa Claims and six (6) Lazy Claims totaling 240 acres. The term of the Garfield Agreement is ten years, and is subject to extension for two additional terms of ten years each. In order to retain the rights to the exploration lease, the Company is required to make the following minimum annual payments: Minimum Payment Upon execution of the option agreement (the “Effective Date”)(paid) $ 15,000 First anniversary of the Effective Date $ 15,000 Second and third anniversaries of the Effective Date $ 20,000 Fourth and fifth anniversaries of the Effective Date $ 25,000 Sixth and each succeeding anniversary of the Effective Date in perpetuity $ 40,000 In addition to the minimum annual payments, the Company agreed to pay the Vendor a 2% production royalty based on the gross returns from the production and sale of minerals from the Garfield Property. At any time during the term of the Garfield Agreement the Company has a right to acquire 100% ownership of the Garfield Property for a one-time payment of $300,000 (the “Purchase Price”). The minimum annual payments paid by the Company to the Vendor, cannot be applied or credited against the Purchase Price; however, once the Company exercises its option to acquire the Garfield Property, the minimum annual payments shall be credited against the production royalties payable. On August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims (the “Lazy Claims Property”). The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment. During the year ended December, 31 2017, the Company staked an additional 69 Orsa Claims and 75 Lazy Claims, with a total paid cost of $54,152. These claims were added to the Garfield Flats Project. During the year ended December 31, 2017, the Company accrued $120,000 in exploration expenses associated with consulting fees for review and compilation of all available geological and technical materials and data for the Garfield Flats Project. |
Equity Investment
Equity Investment | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Investment | NOTE 5 – EQUITY INVESTMENT On July 5, 2017, the Company entered into the Purchase Agreement with WRR on the Lapon Canyon Project to sell the Company’s 30% interest in the Lapon Canyon Project in exchange for 9,100,000 common shares of WRR and warrants to acquire an additional 11,900,000 common shares. The transaction completed on July 18, 2017. At initial recognition, the Company recorded $2,327,519 as long-term equity investment based on then current share price of $0.11 (CAD$0.14) per share (Note 4). Each WRR Warrant is exercisable for a period of five years without further consideration into one common share in the capital of WRR. The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR. Because these warrants can be exercised for no further consideration they have been accounted for as being equivalent to shares and classified as available for sale. At December 31, 2017, the fair market value of the equity investment was calculated to be $1,338,547 based on the market price of WRR common shares. The revaluation of the equity investment in WRR resulted in $988,972 loss, which was mainly associated with the decrease of the market price of WRR’s common stock from the initial CAD$0.14/share to CAD$0.08/share at December 31, 2017. The Company records its equity investment in WRR as Fair Value through other comprehensive income/loss (FVOCI), and as such the loss on revaluation was recorded as part of other comprehensive loss included in stockholders’ equity. |
Notes and Advances Payable
Notes and Advances Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes and Advances Payable | NOTE 6 – NOTES AND ADVANCES PAYABLE During the year ended December 31, 2017, the Company received an advance of $55,000 for its operating activities. The advance is non-interest bearing, unsecured and due on demand. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7 – STOCKHOLDERS’ EQUITY The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company. On April 28, 2016, the Company split its common stock on a 10:1 basis. The stock split did not affect the par value of the Company’s common stock. As a result, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was increased proportionately based on the stock split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital was increased. All shares and per share amounts have been retroactively restated to account for the split. During the year ended December 31, 2017, the Company issued 500,000 shares with a total fair value of $65,000 to an arms length vendor for consulting services. During the year ended December 31, 2016, the Company completed the following transactions: ● On March 30, 2016, the Company issued 800,000 shares with a total fair value of $8,000 to purchase the intangible assets of NCG which included its corporate name and its domain name and all related content, which was expensed and included in corporate costs. ● On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation. As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation. ● On June 21, 2016, the Company completed its private placement offering by issuing to the subscribers a total of 3,750,000 shares of common stock at $0.10 per share for total proceeds of $375,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES A reconciliation of the expected income tax expense to the actual income tax expense is as follows: 2017 2016 Net income (loss) before tax $ 1,544,372 $ (297,509 ) Statutory tax rate 34 % 34 % Expected income tax recovery at statutory rate 525,086 (101,153 ) Non-deductible expenditures - 908 Adjustments relating to previously filed tax returns (1,292 ) Impact of change in future tax rates (13,606 ) Change in valuation allowance (151,960 ) 100,245 Total income tax expense $ 358,228 $ - The Company has the following deductible temporary differences: 2017 2016 Deferred income tax assets (liability): Marketable securities $ (103,026 ) $ - Non-capital loss carry-forward 81,048 151,960 Total deferred income tax assets (liability) (21,978 ) 151,960 Less: Valuation allowance - (151,960 ) Net deferred income tax assets (liability) $ (21,978 ) $ - The Company has net operating losses of approximately $385,939 available to reduce future years’ taxable income. These losses may be carried forward indefinitely. Tax attributes are subject to review, and potential adjustment, by tax authorities. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in a mineral property, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Basis of Accounting | Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting, except for cash flow information. |
Equity Investments | Equity Investments Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in other comprehensive income (loss). |
Income Taxes | Income Taxes Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized. |
Income/ Loss Per Share | Income/ Loss per Share The Company’s basic income/loss per share is calculated by dividing its net income/loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive income/loss per share is calculated by dividing its net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments include cash, accounts payable, related party advances, and notes and advances payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2017 and 2016, respectively. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy, which prioritizes the inputs used in measuring fair value 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 requires the reporting entity to develop its own assumptions. Cash is measured at fair value using level 1 inputs. |
Stock-Based Compensation | Stock-Based Compensation For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. The Company recognizes stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement. |
Mineral Property Interests | Mineral Property Interests Costs of exploration and costs of carrying and retaining unproven properties are expensed as incurred. The Company considers mineral rights to be tangible assets and accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights. |
Revenue Recognition | Revenue Recognition Revenue consists of service revenue generated from management and consulting services. Revenue is recognized when services have been delivered, the amount is fixed or determinable, collection is probable and cost incurred or to incur can be measured reliably. |
Reclassification | Reclassification Certain prior period numbers have been reclassified to conform to current year presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations except for the following: In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-01 (ASU 2016-01) “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2017. The most significant impact to our financial statements relates to the recognition and measurement of equity investments at fair value in our statement of operations. The adoption of ASU 2016-01 will increase the volatility of our other income (expense) as a result of the remeasurement of our equity investment through net income. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Amounts due to related parties at December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Amounts due to the Chief Executive Officer (“CEO”) (a) $ 165,132 $ 51,000 Amounts due to a company controlled by the CEO (a) 120,000 5,000 Amounts due to a director (a) 261,000 21,000 Advances due to a major shareholder (a) 21,000 21,000 Related party advances $ 567,132 $ 98,000 (a) These amounts are non-interest bearing, unsecured and due on demand. |
Mineral Property Interests (Tab
Mineral Property Interests (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Extractive Industries [Abstract] | |
Schedule of Exploration Lease Minimum Annual Payments | In order to retain the rights to the exploration lease, the Company is required to make the following minimum annual payments: Minimum Payment Upon execution of the option agreement (the “Effective Date”)(paid) $ 15,000 First anniversary of the Effective Date $ 15,000 Second and third anniversaries of the Effective Date $ 20,000 Fourth and fifth anniversaries of the Effective Date $ 25,000 Sixth and each succeeding anniversary of the Effective Date in perpetuity $ 40,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Expected Income Tax | A reconciliation of the expected income tax expense to the actual income tax expense is as follows: 2017 2016 Net income (loss) before tax $ 1,544,372 $ (297,509 ) Statutory tax rate 34 % 34 % Expected income tax recovery at statutory rate 525,086 (101,153 ) Non-deductible expenditures - 908 Adjustments relating to previously filed tax returns (1,292 ) Impact of change in future tax rates (13,606 ) Change in valuation allowance (151,960 ) 100,245 Total income tax expense $ 358,228 $ - |
Schedule of Deferred Tax Assets | The Company has the following deductible temporary differences: 2017 2016 Deferred income tax assets (liability): Marketable securities $ (103,026 ) $ - Non-capital loss carry-forward 81,048 151,960 Total deferred income tax assets (liability) (21,978 ) 151,960 Less: Valuation allowance - (151,960 ) Net deferred income tax assets (liability) $ (21,978 ) $ - |
Nature of Business (Details Nar
Nature of Business (Details Narrative) | Apr. 28, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Common stock split | common stock on a 10:1 basis |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Advance form related party | $ 34,132 | $ 35,000 |
Chief Executive Officer [Member] | ||
Advance form related party | 14,132 | |
Repayment of related party | 5,000 | |
Consulting fees | 120,000 | |
Director [Member] | ||
Advance form related party | 20,000 | |
Consulting fees | 120,000 | |
CEO and Director [Member] | ||
Accrued bonus | $ 200,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Related party advances | $ 567,132 | $ 98,000 | |
Major Shareholder [Member] | |||
Related party advances | [1] | 21,000 | |
Chief Executive Officer [Member] | |||
Related party advances | [1] | 165,132 | 51,000 |
Company Controlled by the CEO [Member] | |||
Related party advances | [1] | 120,000 | 5,000 |
Director [Member] | |||
Related party advances | [1] | 261,000 | $ 21,000 |
Major Shareholder [Member] | |||
Related party advances | [1] | $ 21,000 | |
[1] | These amounts are non-interest bearing, unsecured and due on demand. |
Mineral Property Interests (Det
Mineral Property Interests (Details Narrative) - USD ($) | Aug. 02, 2017 | Jul. 05, 2017 | Dec. 17, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 21, 2016 |
Shares issued price per share | $ 0.10 | ||||||
Gain on sale of mineral interest | $ 2,262,519 | ||||||
Exploration expenses | 152,515 | 185,945 | |||||
69 Orsa Claims and 75 Lazy Claims [Member] | |||||||
Royalty payments | 54,152 | ||||||
Garfield Flats Project [Member] | |||||||
Exploration expenses | $ 120,000 | ||||||
Garfield Agreement [Member] | |||||||
Percentage of undivided interest | 100.00% | ||||||
One-time payment | $ 300,000 | ||||||
Lease Agreement [Member] | Tarsis Resources US Inc [Member] | |||||||
Royalty percentage | 2.00% | ||||||
Lease description | The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. | ||||||
Agreement term | 10 years | ||||||
Initial cash payment of lease | $ 1,000 | ||||||
Lease payable | 2,000 | ||||||
Royalty payments | 2,000 | ||||||
Annual minimum payment | $ 2,000 | ||||||
Walker River Resources Corp [Member] | |||||||
Percentage of undivided interest | 100.00% | ||||||
Shares issued price per share | $ 0.11 | ||||||
Fair market value of common shares and WRR warrants | $ 2,327,519 | ||||||
Walker River Resources Corp [Member] | CAD [Member] | |||||||
Shares issued price per share | $ 0.14 | ||||||
Lapon Canyon Claims [Member] | |||||||
Percentage of undivided interest | 50.00% | ||||||
Mineral property incurring expenditures | $ 500,000 | ||||||
Percentage of additional equity interest | 20.00% | ||||||
Eligible expenses | 29,292 | 227,787 | |||||
Exploration expenses | $ 29,292 | $ 185,945 | |||||
NCG [Member] | |||||||
Mineral property payment amount | $ 65,000 | ||||||
Initial cash deposit to mineral property | 25,000 | ||||||
Deposit cash payment | 30,000 | ||||||
Issuance of shares for debt, value | $ 10,000 | ||||||
Issuance of shares for debt, shares | 1,000,000 | ||||||
Shares issued price per share | $ 0.01 | ||||||
Lapon Canyon Project [Member] | Property Purchase Agreement [Member] | |||||||
Interest percentage of buy back | 30.00% | ||||||
Number of common stock exchanged during period | 9,100,000 | ||||||
Common shares exchanged for acquire additional warrants | 11,900,000 | ||||||
Warrant exercisable period | 5 years | ||||||
Warrant description | The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR. | ||||||
Vendor [Member] | |||||||
Royalty percentage | 2.00% |
Mineral Property Interests - Sc
Mineral Property Interests - Schedule of Exploration Lease Minimum Annual Payments (Details) | Dec. 31, 2017USD ($) |
Extractive Industries [Abstract] | |
Upon execution of the option agreement (the "Effective Date")(paid) | $ 15,000 |
Minimum Payment, First anniversary of the Effective Date | 15,000 |
Minimum Payment, Second and third anniversaries of the Effective Date | 20,000 |
Minimum Payment, Fourth and fifth anniversaries of the Effective Date | 25,000 |
Minimum Payment, Sixth and each succeeding anniversary of the Effective Date in perpetuity | $ 40,000 |
Equity Investment (Details Narr
Equity Investment (Details Narrative) - USD ($) | Dec. 31, 2017 | Jul. 05, 2017 | Dec. 31, 2016 | Jun. 21, 2016 |
Long term equity investment | $ 1,338,547 | $ 2,327,519 | ||
Common stock, price per share | $ 0.10 | |||
WRR Warrant [Member] | ||||
Gain on revaluation of equity investment | $ 988,972 | |||
CAD [Member] | WRR Warrant [Member] | Maximum [Member] | ||||
Common stock, price per share | $ 0.14 | |||
CAD [Member] | WRR Warrant [Member] | Minimum [Member] | ||||
Common stock, price per share | $ 0.08 | |||
Walker River Resources Corp [Member] | ||||
Common stock, price per share | $ 0.11 | |||
Walker River Resources Corp [Member] | CAD [Member] | ||||
Common stock, price per share | $ 0.14 | |||
Property Purchase Agreement [Member] | Lapon Canyon Project [Member] | ||||
Interest on investment | 30.00% | |||
Number of common stock exchanged during period | 9,100,000 | |||
Common shares exchanged for acquire additional warrants | 11,900,000 | |||
Warrant description | The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR. |
Notes and Advances Payable (Det
Notes and Advances Payable (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Notes and advances payable | $ 55,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 21, 2016 | Apr. 28, 2016 | Apr. 04, 2016 | Mar. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock voting rights | Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company. | |||||
Company common stock split | common stock on a 10:1 basis | |||||
Stock issued during period for consulting services, shares | 500,000 | |||||
Stock issued during period for consulting services | $ 65,000 | |||||
Number of shares issued to purchase intangible assets of NCG which included its corporate name and its domain name and all related content | 800,000 | |||||
Number of shares issued to purchase intangible assets of NCG which included its corporate name and its domain name and all related content, value | $ 8,000 | |||||
Number of common stock cancelled during period | 180,000,000 | |||||
Issuance of common stock, shares | 3,750,000 | |||||
Common share price per share | $ 0.10 | |||||
Issuance of common stock | $ 375,000 | $ 375,000 | ||||
Three Shareholders [Member] | ||||||
Number of common stock cancelled during period | 60,000,000 | |||||
Number of pre-split shares tendered | 6,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating losses | $ 385,939 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Expected Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net income (loss) before tax | $ 1,544,372 | $ (297,509) |
Statutory tax rate | 34.00% | 34.00% |
Expected income tax recovery at statutory rate | $ 525,086 | $ (101,153) |
Non-deductible expenditures | 908 | |
Adjustments relating to previously filed tax returns | (1,292) | |
Impact of change in future tax rates | (13,606) | |
Change in valuation allowance | (151,960) | 100,245 |
Total income tax expense | $ 358,228 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Marketable securities | $ (103,026) | |
Non-capital loss carry-forward | 81,048 | 151,960 |
Total deferred income tax assets (liability) | (21,978) | 151,960 |
Less: Valuation allowance | (151,960) | |
Net deferred income tax assets (liability) | $ (21,978) |