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 | High Desert Holding Corp. | ||
Entity Central Index Key | 1,665,421 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
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? | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 355,750 | ||
Entity Common Stock, Shares Outstanding | 37,990,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 241 | $ 536 |
Total current assets | 241 | 536 |
Mining equipment, net | 0 | 282,857 |
Mineral properties | 0 | 697,143 |
Total assets | 241 | 980,536 |
Current Liabilities | ||
Accrued directors fees | 105,000 | 45,000 |
Related party accounts payable | 22,768 | 40,411 |
Shareholder advances | 9,000 | 9,000 |
Total current liabilities | 136,768 | 94,411 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, $.001 par value, 5,000,000 shares authorized and no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 70,000,000 shares authorized and 37,990,000 and 37,965,000 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 37,990 | 37,965 |
Additional paid in capital | 1,049,652 | 1,044,677 |
Accumulated deficit | (1,224,169) | (196,517) |
Total stockholders' equity (deficit) | (136,527) | 886,125 |
Total liabilities and stockholders' equity (deficit) | $ 241 | $ 980,536 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 37,990,000 | 37,965,000 |
Common stock, shares outstanding | 37,990,000 | 37,965,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Net revenue | $ 0 | $ 0 |
Expenses | ||
Exploration | (2,344) | 54,300 |
Loss on sale of equipment | 32,503 | 0 |
Impairment of mining claims and equipment | 900,322 | 0 |
General and administrative | 97,171 | 80,732 |
Total operating expenses | 1,027,652 | 135,032 |
Loss from operations | (1,027,652) | (135,032) |
Net loss | $ (1,027,652) | $ (135,032) |
Net loss per share - basic and diluted | $ (.03) | $ 0 |
Weighted average shares outstanding | 37,998,151 | 37,887,945 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2015 | 36,540,000 | |||
Beginning balance, value at Dec. 31, 2015 | $ 36,540 | $ 862,889 | $ (61,485) | $ 837,944 |
Issuance of common stock for acquisition of Mining Equipment, shares | 1,000,000 | |||
Issuance of common stock for acquisition of Mining Equipment, value | $ 1,000 | 127,571 | 128,571 | |
Issuance of common stock for Director Fees, shares | 75,000 | |||
Issuance of common stock for Director Fees, value | $ 75 | 9,567 | 9,642 | |
Issuance of common stock for Consulting Fees, shares | 350,000 | |||
Issuance of common stock for Consulting Fees, value | $ 350 | 44,650 | 45,000 | |
Net loss | (135,032) | (135,032) | ||
Ending balance, shares at Dec. 31, 2016 | 37,965,000 | |||
Ending balance, value at Dec. 31, 2016 | $ 37,965 | 1,044,677 | (196,517) | 886,125 |
Issuance of common stock for cash, shares | 25,000 | |||
Issuance of common stock for cash, value | $ 25 | 4,975 | 5,000 | |
Net loss | (1,027,652) | (1,027,652) | ||
Ending balance, shares at Dec. 31, 2017 | 37,990,000 | |||
Ending balance, value at Dec. 31, 2017 | $ 37,990 | $ 1,049,652 | $ (1,224,169) | $ (136,527) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,027,652) | $ (135,032) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on sale of equipment | 32,503 | 0 |
Impairment of mining claims and equipment | 900,322 | 0 |
Stock compensation | 0 | 54,642 |
Change in accounts payable | 42,357 | 78,915 |
Net cash used in operating activities | (52,470) | (1,475) |
Cash Flows from Investing Activities | ||
Proceeds from sale of mining equipment | 47,175 | 0 |
Net cash provided by investing activities | 47,175 | 0 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 5,000 | 0 |
Net cash provided by financing activities | 5,000 | 0 |
Net increase in cash and cash equivalents | (295) | (1,475) |
Cash and cash equivalents at beginning of the period | 536 | 2,011 |
Cash and cash equivalents at end of the period | 241 | 536 |
Supplementary Disclosures of Cash Flow Information | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Non-Cash Investing and Financing Activities | ||
Common stock issued for Mineral Property and Mining Equipment acquisition | $ 0 | $ 128,571 |
1. General Organization and Bus
1. General Organization and Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | High Desert Holding Corp. (“Company”) was organized in the state of Nevada in September 2013. The Company is a precious and non-precious mineral exploration company. The Company is initially focused on identifying both public and privately held land that have historically demonstrated commercially viable resources primarily located in the Western United States, particularly Nevada. The Company has a mineral property located in Nevada has not yet determined whether these properties contain a viable resource. Future exploration and development of this and any other properties will be dependent upon the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreements to complete the development of the properties and upon the ability to raise additional capital. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. As of December 31, 2017 and December 31, 2016 the Company did not have any cash equivalents. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Loss per Share The Company computes net loss per share in accordance with GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. The Company does not currently have any instruments issued and outstanding that are potentially dilutive. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: 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. Level 3: Unobservable inputs that are not corroborated by market data. Income Taxes The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not. For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute. In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to federal tax audits for all periods since inception in 2013. Stock Based Compensation The Company has on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash to various vendors for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with employees and non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. In these transactions, we issue unregistered and restricted shares of common stock. When unregistered common shares and equity-linked instruments convertible into unregistered common shares are issued for the settlement of short-term financing arrangements (that are not initially convertible), the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized. In situations in which we issue unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). We have determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique. Mining Equipment The Company records its mining equipment at historical cost. Depreciation expense is recognized in operations over the estimated service lives or productive value of the equipment. The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset. Expenditures for maintenance and repairs are expensed to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Drilling equipment 5 to 7 years Vehicles and trailers 3 to 7 years Field equipment 1 to 3 years Mineral Property Costs We defer acquisition costs until we determine the viability of a mineral property. Since we do not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Industry Guide 7. Exploration expenditures are expensed as incurred. We expense care and maintenance costs as incurred. We review the carrying value of our mineral property for impairment whenever there are negative indicators of impairment. Our estimate of the gold price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in the mineral property. Although we have made our best, most current estimate of these factors, it is possible that near term changes could adversely affect our estimates and possibly require future asset impairment write-downs. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. Environmental Costs Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts. Reclamation Liabilities and Asset Retirement Obligations Minimum standards for site reclamation and closure have been established by various government agencies that affect certain of our operations. The Company calculates estimates of reclamation liabilities based on current laws and regulations and the expected undiscounted future cash flows to be incurred in reclaiming, restoring, and closing of operating mine sites. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires us to record a liability for the present value of our estimated environmental remediation costs and the related asset created with it when a recoverable asset (long-lived asset) can be realized. Reclassifications The Company reclassified general corporate obligations paid by related parties, and correspondingly payable to related parties as of December 31, 2016 to conform to the current period presentation in the accompanying balance sheet. The obligations reclassified, totaling $22,851, were incurred within the normal course of business. This reclassification did not have an impact on the Company’s previously presented net results of operations, financial position, or cash flows. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 Intangibles – Goodwill and Other In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations In October 2016, the FASB issued ASU No. 2016-16 - Income Taxes In March 2016, the FASB issued ASU No. 2016-09 Compensation – Stock Compensation In May 2014, the FASB began issuing several accounting standards updates associated with accounting for revenue from contracts with customers. The objective of the initial update, and subsequent clarifying and industry specific updates, is to 1) remove inconsistencies and weaknesses in revenue requirements, 2) provide a robust framework for addressing revenue recognition issues, 3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets 4) provide more useful information to users of financial statements through improved disclosure requirements, and 5) simplify the preparation of financial statements. The updates are effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Company will be evaluating the impact of this update as it pertains to the Company’s financial statements and other required disclosures on an on-going basis until its eventual adoption and incorporation. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 - Leases |
3. Going Concern
3. Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Since inception, the Company has not identified any proven or probable reserve and correspondingly has not generated any revenue during its exploration stage. This raises substantial doubt about the Company’s ability to continue as a going concern. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. The Company needs to raise additional funds to continue as a going concern. |
4. Mineral Property
4. Mineral Property | 12 Months Ended |
Dec. 31, 2017 | |
Extractive Industries [Abstract] | |
Mineral Property | Kibby Flats In May 2015, the Company acquired twelve (12) unpatented mining claims commonly referred to as Kibby Flats located in Esmerelda County, Nevada for 400,000 shares of restricted and unregistered shares of common stock with an estimated value of $80,000. As of December 31, 2017, the Company determined the carrying value of the Kibby Flats claims was not recoverable. As a result, the Company recognized an impairment loss of $80,000. QR Claims In November 2015, the Company acquired fifty (50) unpatented mining claims commonly referred to as the “QR Claims 1-50” located in Humboldt County, Nevada for 4,800,000 shares of restricted and unregistered shares of common stock with an estimated value of $617,143. As of December 31, 2017, the Company determined the carrying value of the QR claims was not recoverable. As a result, the Company recognized an impairment loss of $617,143. |
5. Mining Equipment
5. Mining Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Mining Equipment | As of December 31, 2017, the Company determined the carrying value of its mining equipment was not recoverable. As a result, the Company recognized an impairment loss of $203,179. |
6. Stockholders' Equity
6. Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Common Stock The Company is authorized to issue 70,000,000 shares of common stock with a par value of $0.001 per share. As of December 31, 2017, the Company had a total of 37,990,000 shares issued and outstanding. The following provides information for the shares of restricted and unregistered shares of common stock that we issued from January 1, 2016 through December 31, 2017. In January of 2017 the Company issued 25,000 shares of restricted and unregistered common stock at $0.05 per share for cash proceeds of $5,000. In January of 2016 the Company issued 1,000,000 shares of restricted and unregistered common stock at $0.13 per share for the acquisition of mining equipment for total consideration of $128,571. In January of 2016 the Company issued 75,000 shares of restricted and unregistered common stock at $0.13 per share for director compensation totaling $9,643. In January of 2016 the Company issued 350,000 shares of restricted and unregistered common stock at $0.13 per share for consulting fees totaling $45,000. |
7. Lease Commitment
7. Lease Commitment | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Commitment | The Company leases its corporate office on a monthly basis with a base monthly rent of $1,019. |
8. Income Taxes
8. Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the temporary differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. The Company recognizes reductions in its deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The Company’s deferred tax assets by period are as follows: December 31, December 31, 2017 2016 Deferred Tax Asset $ 257,000 $ 68,000 Valuation Allowance (257,000 ) (68,000 ) Income Tax Expense $ – $ – The components of income tax expense for years ended December 31, 2017 and 2016 respectively are as follows: December 31, December 31, 2017 2016 Change in Net Operating Loss $ 216,000 $ 47,000 Change in Valuation Allowance (216,000 ) (47,000 ) Income Tax Expense $ – $ – The differences between the statutory income tax rates computed at the U.S. federal statutory rate and our effective rate were the following: December 31, December 31, 2017 2016 Federal Statutory Rate 21% 35% Current Loss and NOL Carry Forward (21% ) (35% ) Net Rate 0% 0% On December 22, 2017, the President signed into law Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act (TCJA), following its passage by the United States Congress. The TCJA makes significant changes to the U.S. federal income tax laws including among other changes a federal corporate tax rate reduction from 35% to 21% for tax years beginning after December 31, 2017, repeal of the corporate AMT tax system, and immediate expensing of certain types of business assets placed in service after September 27, 2017. Due to the impact of the Company’s full valuation allowance on net deferred tax assets, the TCJA had minimal impact on the Company’s provision for income taxes. As a result of the reduction in the federal corporate tax rate, the Company recorded additional tax expense of $168,000 with a corresponding reduction in the valuation allowance. As of December 31, 2017, the Company had net operating loss carryforwards totaling approximately $1,224,000. The Company does not believe that it has any uncertain tax positions, correspondingly, no estimated accruals for interest and penalties have been made in the accompanying financial statements. The Company’s tax returns currently subject to audit by the Internal Revenue Service are for the periods ended December 31, 2014 through the present. |
9. Related Party Transactions
9. Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | In August 2013 our founder, former officer and director, and significant shareholder, Marty Weigel, loaned us $9,000 to fund the start-up of our initial operations. Mr. Weigel has agreed to not accrue interest on the loan and has informally agreed to defer re-payment of the loan until such time as we have acquired a more stable source of funding. As of December 31, 2017 and 2016 we owed Ingenium Accounting Associates, an accounting Firm controlled by Marty Weigel, $4,600 and $16,009, respectively, related to payments made on our behalf to maintain our regulatory filings with the State of Nevada, and pay for operating expenses. In February 2017, we paid Ingenium Accounting Associates $16,009 to settle previously outstanding obligations. As of December 31, 2017 and 2016, we owed Mr. Kersey $18,168 and $24,402, respectively, for administrative and travel expenses paid on our behalf. Mr. Kersey has agreed to defer repayment of these expenses until the Company’s cash resources significantly increase. During 2017, the Company settled $24,500 of previously outstanding obligations due to Mr. Kersey. In addition to these obligations, the Company incurred directors fees due to Mr. Kersey totaling $20,000 and $15,000 for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, director fees totaling $20,000 and $15,000, respectively, remained outstanding and are included in accrued director fees in the accompanying consolidated balance sheets. The Company incurs Director fees on a quarterly basis at $5,000 per quarter. As of December 31, 2017 and December 31, 2016 the Company recognized accrued director fees due to its two non-officer Directors totaling $70,000 and $30,000, respectively. |
10. Subsequent Events
10. Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Company did not identify any material subsequent events. The Company performed its evaluation through April 16, 2018, the date the financial statements were available for issuance, |
2. Summary of Significant Acc17
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. As of December 31, 2017 and December 31, 2016 the Company did not have any cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Loss per Share | Loss per Share The Company computes net loss per share in accordance with GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. The Company does not currently have any instruments issued and outstanding that are potentially dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: 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. Level 3: Unobservable inputs that are not corroborated by market data. |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not. For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute. In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to federal tax audits for all periods since inception in 2013. |
Stock Based Compensation | Stock Based Compensation The Company has on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash to various vendors for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with employees and non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. In these transactions, we issue unregistered and restricted shares of common stock. When unregistered common shares and equity-linked instruments convertible into unregistered common shares are issued for the settlement of short-term financing arrangements (that are not initially convertible), the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized. In situations in which we issue unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). We have determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique. |
Mining Equipment | Mining Equipment The Company records its mining equipment at historical cost. Depreciation expense is recognized in operations over the estimated service lives or productive value of the equipment. The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset. Expenditures for maintenance and repairs are expensed to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Drilling equipment 5 to 7 years Vehicles and trailers 3 to 7 years Field equipment 1 to 3 years |
Mineral Property Costs | Mineral Property Costs We defer acquisition costs until we determine the viability of a mineral property. Since we do not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Industry Guide 7. Exploration expenditures are expensed as incurred. We expense care and maintenance costs as incurred. We review the carrying value of our mineral property for impairment whenever there are negative indicators of impairment. Our estimate of the gold price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in the mineral property. Although we have made our best, most current estimate of these factors, it is possible that near term changes could adversely affect our estimates and possibly require future asset impairment write-downs. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. |
Environmental Costs | Environmental Costs Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts. |
Reclamation Liabilities and Asset Retirement Obligations | Reclamation Liabilities and Asset Retirement Obligations Minimum standards for site reclamation and closure have been established by various government agencies that affect certain of our operations. The Company calculates estimates of reclamation liabilities based on current laws and regulations and the expected undiscounted future cash flows to be incurred in reclaiming, restoring, and closing of operating mine sites. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires us to record a liability for the present value of our estimated environmental remediation costs and the related asset created with it when a recoverable asset (long-lived asset) can be realized. |
Reclassifications | Reclassifications The Company reclassified general corporate obligations paid by related parties, and correspondingly payable to related parties as of December 31, 2016 to conform to the current period presentation in the accompanying balance sheet. The obligations reclassified, totaling $22,851, were incurred within the normal course of business. This reclassification did not have an impact on the Company’s previously presented net results of operations, financial position, or cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 Intangibles – Goodwill and Other In January 2017, the FASB issued ASU No. 2017-01 - Business Combinations In October 2016, the FASB issued ASU No. 2016-16 - Income Taxes In March 2016, the FASB issued ASU No. 2016-09 Compensation – Stock Compensation In May 2014, the FASB began issuing several accounting standards updates associated with accounting for revenue from contracts with customers. The objective of the initial update, and subsequent clarifying and industry specific updates, is to 1) remove inconsistencies and weaknesses in revenue requirements, 2) provide a robust framework for addressing revenue recognition issues, 3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets 4) provide more useful information to users of financial statements through improved disclosure requirements, and 5) simplify the preparation of financial statements. The updates are effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Company will be evaluating the impact of this update as it pertains to the Company’s financial statements and other required disclosures on an on-going basis until its eventual adoption and incorporation. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 - Leases |
2. Summary of Significant Acc18
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Property estimated useful lives table | Drilling equipment 5 to 7 years Vehicles and trailers 3 to 7 years Field equipment 1 to 3 years |
8. Income Taxes (Tables)
8. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, 2017 2016 Deferred Tax Asset $ 257,000 $ 68,000 Valuation Allowance (257,000 ) (68,000 ) Income Tax Expense $ – $ – |
Components of income tax expense | December 31, December 31, 2017 2016 Change in Net Operating Loss $ 216,000 $ 47,000 Change in Valuation Allowance (216,000 ) (47,000 ) Income Tax Expense $ – $ – |
Schedule of effective income tax rate | December 31, December 31, 2017 2016 Federal Statutory Rate 21% 35% Current Loss and NOL Carry Forward (21% ) (35% ) Net Rate 0% 0% |
2. Summary of Significant Acc20
2. Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Drilling Equipment [Member] | |
Useful lives of equipment | 5 to 7 years |
Vehicles and Trailers [Member] | |
Useful lives of equipment | 3 to 7 years |
Field Equipment [Member] | |
Useful lives of equipment | 1 to 3 years |
2. Summary of Significant Acc21
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Potentially dilutive shares outstanding | 0 | 0 |
4. Mineral Property (Details Na
4. Mineral Property (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Integershares | |
Issuance of common stock for acquisition of Mineral Property and/or Mining Equipment, value | $ 128,571 | ||
Impairment of mining claims and equipment | $ 900,322 | $ 0 | |
Kibby Flats [Member] | |||
Number of mining claims | Integer | 12 | ||
Issuance of common stock for acquisition of Mineral Property and/or Mining Equipment, shares | shares | 400,000 | ||
Issuance of common stock for acquisition of Mineral Property and/or Mining Equipment, value | $ 80,000 | ||
Impairment of mining claims and equipment | 80,000 | ||
QR Claims [Member] | |||
Number of mining claims | Integer | 50 | ||
Issuance of common stock for acquisition of Mineral Property and/or Mining Equipment, shares | shares | 4,800,000 | ||
Issuance of common stock for acquisition of Mineral Property and/or Mining Equipment, value | $ 617,143 | ||
Impairment of mining claims and equipment | $ 617,143 |
5. Mining Equipment (Details Na
5. Mining Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Impairment of mining claims and equipment | $ 900,322 | $ 0 |
Mining Equipment [Member] | ||
Impairment of mining claims and equipment | $ 203,179 |
6. Stockholders' Equity (Detail
6. Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Issuance of common stock for cash, value | $ 5,000 | |
Stock issued for acquisition of mining equipment, value | $ 128,571 | |
Issuance of common stock for Director Fees, value | 9,642 | |
Issuance of common stock for Consulting Fees, value | $ 45,000 | |
Common Stock | ||
Issuance of common stock for cash, shares | 25,000 | |
Issuance of common stock for cash, value | $ 5,000 | |
Restricted and Unregistered Common Stock [Member] | ||
Stock issued for acquisition of mining equipment, shares | 1,000,000 | |
Stock issued for acquisition of mining equipment, value | $ 128,571 | |
Restricted and Unregistered Common Stock [Member] | Director Compensation [Member] | ||
Issuance of common stock for Director Fees, shares | 75,000 | |
Issuance of common stock for Director Fees, value | $ 9,643 | |
Restricted and Unregistered Common Stock [Member] | Consulting Fees [Member] | ||
Issuance of common stock for Consulting Fees, shares | 350,000 |
7. Lease Commitment (Details Na
7. Lease Commitment (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly lease expense | $ 1,019 |
8. Income Taxes (Details - Defe
8. Income Taxes (Details - Deferred tax) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 257,000 | $ 68,000 |
Valuation allowance | (257,000) | (68,000) |
Income tax expense | $ 0 | $ 0 |
8. Income Taxes (Details - Comp
8. Income Taxes (Details - Components of Income Tax Expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Change in NOL | $ 216,000 | $ 47,000 |
Change in valuation allowance | (216,000) | (47,000) |
Income tax expense | $ 0 | $ 0 |
8. Income Taxes (Details - Effe
8. Income Taxes (Details - Effective rate) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 35.00% |
Current Loss and NOL Carryforward | (21.00%) | (35.00%) |
Effective tax rate | 0.00% | 0.00% |
8. Income Taxes (Details Narrat
8. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Change in NOL | $ 216,000 | $ 47,000 |
Change in valuation allowance | (216,000) | $ (47,000) |
Net operating loss carryforward | $ 1,224,000 |
9. Related Party Transactions (
9. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts payable, related party | $ 22,768 | $ 40,411 |
Accrued directors fees | 105,000 | 45,000 |
Non-Officer Directors [Member] | ||
Accrued directors fees | 70,000 | 30,000 |
Ingenium Accounting Associates [Member] | ||
Accounts payable, related party | 4,600 | 16,009 |
Payments made to related party | 16,009 | |
Mark Kersey [Member] | ||
Accounts payable, related party | 18,168 | 24,402 |
Payments made to related party | 24,500 | |
Director fee expense | 20,000 | 15,000 |
Accrued directors fees | $ 20,000 | $ 15,000 |