Cover
Cover | 3 Months Ended |
Mar. 31, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2022 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-53809 |
Entity Registrant Name | WALL STREET ACQUISITIONS CORP |
Entity Central Index Key | 0001698832 |
Entity Tax Identification Number | 30-0965482 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 4440 S. Piedras Drive |
Entity Address, Address Line Two | Suite 136 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78228 |
City Area Code | (973) |
Local Phone Number | 277-4239 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 133,333,333 |
Balance Sheet
Balance Sheet - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and Cash Equivalents | $ 224 | $ 241 |
Mining claims | 18,430 | 18,430 |
Total assets | 18,654 | 18,671 |
Liabilities: | ||
Due to Related Party | 67,018 | 67,018 |
Promissory Note Payable | 150,052 | 150,052 |
Accounts payable | 54,000 | 0 |
Accrued Expenses | 13,957 | 13,957 |
Total short-term liabilities | 285,028 | 231,028 |
Total long-term liabilities | 0 | 0 |
Total liabilities | 285,028 | 231,028 |
Owners’ Equity | ||
Preferred Stock $0.0001 par value, 20,000,000 share authorized, not outstanding | 0 | |
Common Stock, 0.0001 par value, 20,000,000 authorized and issued as of December 31, 2018 600,000,000 authorized 133,333,333 issued and outstanding as of March 31, 2022 | 13,333 | 13,333 |
Additional Paid In Capital | 14,115 | 7,925 |
Accumulated Deficit | (293,822) | (233,615) |
Total owners’ equity | (266,374) | (212,357) |
Total liabilities and owners’ equity | $ 18,654 | $ 18,671 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Shares, Issued | 133,333,333 | 133,333,333 |
Common Stock, Shares, Outstanding | 133,333,333 | 133,333,333 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES | ||
Service Revenue | $ 0 | $ 0 |
Total Revenues | 0 | 0 |
Cost of revenue | 0 | 0 |
Gross Profit | 0 | 0 |
OPERATING EXPENSES | ||
General & Administrative Expenses | 207 | 0 |
Professional Fees | 60,000 | 0 |
License Fee | 0 | 0 |
Total expenses | 60,207 | 0 |
Net profit (loss) from operations | $ (60,207) | $ 0 |
Loss per share – Basic | $ (0.00045) | $ 0 |
Weighted Average Shares-Basic and Diluted | 133,333,333 | 133,333,333 |
Statement of Changes in Owners'
Statement of Changes in Owners' Equity - 3 months ended Mar. 31, 2022 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 13,333 | $ 7,925 | $ (233,615) | $ (212,357) |
Beginning balance, shares at Dec. 31, 2021 | 133,333,333 | |||
Issuance of Common Stock | ||||
Capital Contribution | 6,190 | 6,190 | ||
Net Loss | (60,207) | (60,207) | ||
Ending balance, value at Mar. 31, 2022 | $ 13,333 | $ 14,115 | $ (293,822) | $ (266,374) |
Ending balance, shares at Mar. 31, 2022 | 133,333,333 |
Statements of Cash Flows
Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Cash flows from operating activities: | |
Net income (loss) | $ (60,207) |
(Increase) decrease in operating assets: | |
Prepaid Expenses | 0 |
Increase (decrease) in operating liabilities: | |
Due to related party | 0 |
Accounts Payable | 54,000 |
Net cash provided by (used in) operating activities | (6,207) |
Cash flows from investing activities: | |
Net cash provided by (used in) investing activities | 0 |
Cash flows from financing activities: | |
Proceeds from Issuance of Stock | 0 |
Change in Promissory Note Payable | 0 |
Proceeds from Owner Contribution | 6,190 |
Net cash provided by (used in) financing activities | 6,190 |
Net increase (decrease) in cash | (17) |
Cash: | |
Beginning of year | 241 |
End of year | $ 224 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Wall Street Acquisitions Corp (referred to herein as the “Company”) was incorporated on December 2, 2016 The Company operates as a mineral exploration business headquartered at located at 4440 S. Piedras Drive, Suite 136, San Antonio, Texas 78228. Its principal business activity is the acquisition, exploration, and development of mineral property interests in United States. The Company is considered to be in the exploration stage and substantially all of the Company’s efforts are devoted to financing and developing these property interests. The Company is the owner of titles and/or deeds to several mineral properties in Nevada, New Mexico, and Arizona. There has been no determination whether the Company’s interests in unproven mineral properties contain mineral reserves, which are economically recoverable. However, the Company engaged the services of CJHx4 Consulting of Brookside Village, TX, a geological consulting firm which conducted a study of our mining properties and produced The National Instrument 43-101 Report (‘the “43-101 Report”) which established presence of gold mineralization. Under SEC standards, mineralization may not be classified as a “reserve” unless determination has been made that the mineralization could be economically produced or extracted at the time of the reserve determination. The term “economically” as used in the SEC’s New Mining Rules, means that profitable extraction or production has been established or analytically demonstrated in a feasibility study to be viable and justifiable under reasonable investment and market assumptions. The term “legally” as used in the New Mining Rules definition of reserves, does not imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved. Therefore, for a “reserve” to exist, we must have a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues necessary for mining and processing at a particular deposit will be accomplished in the ordinary course and in a timeframe consistent with our current mine plans. In accordance with the New Mining Rules, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” used in herein are defined in the New Mining Rules. We cannot classify the mineral resources as “reserves.” |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operation. The Company has incurred a net loss of $ 60,207 266,374 The Company has been seeking additional debt or equity financing to support its operations until it becomes cash flow positive. There can be no assurances that action and plan such as above will be sufficient for the Company to continue operating as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be unable to continue in existence. These adjustments could be material. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting policies followed in the preparation of these financial statements are as follows: 4 Mineral Properties and Exploration and Development Costs The costs of acquiring mineral properties are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. Impairment of Long-lived Assets The Company’s long-lived assets consist of plant, equipment, and mine development. The Company reviews and evaluates its long-lived assets for recoverability annually and at interim periods if triggering events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include significant adverse changes to projected revenues, costs, or future expansion plans, or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value. To determine fair value, the Company will use a discounted cash flow model based on quantities of estimated recoverable minerals and incorporates projections and probabilities involving metal prices (considering current and historical prices, price trends and related factors), production levels, operating and production costs, and the timing and capital costs of expansion and sustaining projects, all of which are based on life-of-mine plans. The term “recoverable minerals” refers to the estimated amount of gold that will be sold after taking into account losses during ore processing and treatment. In estimating future cash flows, assets will be grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows will be based on numerous assumptions, which are consistent or reasonable in relation to internal budgets and projections, and actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable gold and metal prices, operating and production costs, and the timing and capital costs of expansion and sustaining projects are each subject to significant risks and uncertainties. Mineral Properties Mineral properties are tangible assets recorded at cost and include royalty interests and land and mineral rights to explore and extract minerals from properties. Once a property is in the production phase, mineral property costs will be amortized using the units-of-production method based upon the estimated recoverable gold ounces in proven and probable reserves at such properties. Currently, the Company has no property in production. Costs to maintain mineral properties will be expensed in the period they are incurred. Gains and losses from the sale or disposal of mineral properties will be recorded to Loss (gain) on dispositions or sales of mineral properties Asset Retirement Obligation The Company’s mining and exploration activities will be subject to various federal and state laws and regulations governing the protection of the environment. The Company’s asset retirement obligation (“ARO”), which will consist of estimated future mine reclamation and closure costs, may increase, or decrease significantly as a result of changes in regulations, mine plans, estimates, or other factors. Currently, the Company has no operating property. Therefore, no such property was recognized as a liability at fair value in the period incurred. Any such ARO, which is initially estimated based on discounted cash flow estimates, will be accreted to full value over time through charges to Accretion expense Foreign Currency Translation The Company has no foreign operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 periods. Actual results could differ from those estimates. Some of the Company’s more significant estimates include those related to going concern, collectability of receivables, and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Comprehensive Income The Company follows the guidance in ASC 220, Comprehensive Income Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurement, In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value. Income Taxes The Company accounts for income taxes pursuant to ASC 740, Income Taxes Stock-based Compensation The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation – Stock Compensation Awards granted to non-employees fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever is more reliable. Net Earnings (Loss) Per Share The Company accounts for earnings (loss) per share pursuant ASC 260, Earnings Per Share There were no dilutive financial instruments for the period ended March 31, 2022. Recent Accounting Pronouncements The below recent accounting pronouncements were adopted during the year ended December 31, 2019: ● ”Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (ASU 2017-09) was issued in May 2017. This update provides clarity and reduces both diversity in practice, cost, and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard was effective for annual periods beginning after December 15, 2017. The adoption of ASU 2017-09 did not have an impact on the Company’s financial statements. ● ”Statement of Cash Flows (Topic 230)” (“ASU 2016-15”) was issued during August 2016. ASU 2016-15 is intended to reduce the diversity in practice regarding how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows, Restricted Cash (Topic 230)” (“ASU 2016-18”), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 were both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments were applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have an impact on the Company’s financial statements. ● In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, ”Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The adoption of ASU 2016-01 did not have an impact on the Company’s financial statements. ● In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic-10): Recognition and Measurement of Financial Assets and Financial Liabilities to clarify codification and to correct unintended application of the guidance. The Company adopted this pronouncement concurrently with the adoption of ASU 2016-01. The adoption of this update had no impact on the Company’s financial statements. The following are recent accounting pronouncements, which may have an impact on the Company’s future financial statements: ● “Leases” (ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of ASU 2016-02 will not have an impact on the Company’s financial statements. ● In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, amended in November by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which introduces the current expected credit losses model in the estimation of credit losses on financial instruments. This update is effective retrospectively for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption being permitted for fiscal years beginning after December 15, 2018. The Company plans to adopt this ASU on January 1, 2023. ● ”Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” (“ASU 2017-09”) Issued in May 2017, ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect that the adoption of ASU 2017-09 will have a material impact on the Company’s financial statement. ● In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic: 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). FASB issued the update to modify the disclosure requirements in Topic 820. ASU 2018-07 will be effective for public companies for fiscal years beginning after December 15, 2018 including interim periods. The Company continues to evaluate the impact of these ASU’s on its financial statements. |
Mineral Property Interest
Mineral Property Interest | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Mineral Property Interest | 4. Mineral Property Interest Schedule of Mineral Property Interest Acquisition Date by Purchase Mines Location County the Company Amount 1 Yellow Aster Flats Tonopah, Nevada Esmeralda 9/17/2019 $ 1,776.00 2 Fat Mules Flats Tonopah, Nevada Esmeralda 9/17/2019 $ 770.00 3 Cobin Tonopah, Nevada Esmeralda 9/17/2019 $ 929.00 4 Jasper Tonopah, Nevada Esmeralda 9/17/2019 $ 3,316.00 5 Barracks Nine Tonopah, Nevada Esmeralda 9/17/2019 $ 1,100.00 6 Eclipse Tonopah, Nevada Esmeralda 9/17/2019 $ 1,501.00 7 Fortuna Tonopah, Nevada Esmeralda 9/17/2019 $ 1,625.00 8 Purple Heart Buckhorn, New Mexico Grant 9/17/2019 $ 1,439.00 9 Blackmoor Buckhorn, New Mexico Grant 9/17/2019 $ 2,025.00 10 New River La Paz, Arizona La Paz 9/17/2019 $ 3,950.00 Total as of March 31, 2021 and December 31 2020 $ 18,430.00 Mine 1 – Yellow Aster Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found the Yellow Aster Mine Property located in Tonopah, Nevada in Esmeralda County. Mine 2 – Fat Mule Flats Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Fat Mules Flats Mine Property located in Tonopah, Nevada in Esmeralda County. Mine 3 – Cobin Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Cobin Mine Property located in Tonopah, Nevada in Esmeralda County. Mine 4 – Jasper Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Jasper Mine Property located in Tonopah, Nevada in Esmeralda County. Mine 5 – Barracks Nine Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Barracks Nine Property located in Tonopah, Nevada in Esmeralda County. Mine 6 – Eclipse Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Eclipse Mine Property located in Tonopah, Nevada in Esmeralda County. Mine 7 – Fortuna Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Fortuna Mine Property located in Tonopah, Nevada in Esmeralda County. Mine 8 – Purple Heart Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found the Purple Heart Mine Property located in Buckhorn, New Mexico, in Grant County. Mine 9 – Blackmoor Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Blackmoor Mine Property located in Buckhorn, New Mexico, in Grant County. Mine 10 – New River Mine Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the New River Mine Property located in Laz Paz, Laz Paz County, Arizona. |
Advances from Stockholders
Advances from Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Advances from Stockholders | 5. Advances from Stockholders Advances from stockholders was $ 67,018 67,018 |
Due On Mineral Rights Acquisiti
Due On Mineral Rights Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Due On Mineral Rights Acquisitions | 6. Due On Mineral Rights Acquisitions N/A |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Reconciliation of the income tax expense / (benefit) computed at the U.S. Federal income tax rate to the Company’s reported income tax expense / (benefit) for the period ended March 31, 2022 and March 31, 2021 is as follows: Schedule of Components of Income Tax Expense (Benefit) For three months ended March 31, 2021 March 31, 2021 $ $ Profit / (loss) from operations before income tax (60,207 ) (0 ) Income tax rate 21 % 21 % Income tax expense at the U.S Federal tax (12,643 ) (0 ) Adjustments to derive effective tax rate: Non-deductible stock bases compensation — — Other non-deductible expenses — — Foreign rate differentials — — State and local net of federal benefit — — Valuation allowance 12,643 0 Income tax (benefit) / expenses — — The ultimate realization of deferred tax assets depends primarily on the Company’s ability to generate sufficient timely future income of the appropriate character in the appropriate taxing jurisdiction. On March 31, 2022, Company has no The significant components of deferred tax assets and liabilities are as follows: Schedule of Deferred Tax Assets and Liabilities For three months ended March 31, 2021 March 31, 2021 Deferred tax assets Net income / (loss) (60,207 ) (0 ) Deferred tax liability — — Net deferred tax assets (12,643 ) (0 ) Less: Valuation allowance 12,643 0 Deferred tax asset - net valuation allowance — — As of March 31, 2022 the Company has an accumulated deficit or net operating loss carryover of approximately $ 293,822 293,822 The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period January 1, 2022 to March 31, 2022, there was no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Delaware state jurisdiction. We are not currently involved in any income tax examinations. PROMISSORY NOTES As of March 31, 2022 and December 31, 2021 the Company has two promissory notes with a total balance of $ 150,052 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Capital Stock | 8. Capital Stock a) Common Stock On September 30, 2019 113,333,333 20,000,000 September 17, 2019 b) Stock To Be Issued NONE c) Preferred Stock NONE d) Stock-Based Compensation NONE |
Related Party Transactions and
Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | 9. Related Party Transactions and Balances The stockholders of the Company advanced $ 67,018 67,018 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | 10. Financial Instruments Fair Values The Company’s financial instruments consist of cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, dividends payable, and amounts due on mineral rights acquisition. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of these instruments. There were no transfers of financial instruments between Levels 1, 2, and 3 during the period ended March 31, 2022 and December 31, 2021. Foreign Currency Risk NONE. The Company has no foreign operations. Concentration of Credit Risk Concentration of credit risk is the risk of loss in the event that certain counterparties are unable to fulfill its obligations to the Company. The Company limits its exposure to credit loss on its cash by placing its cash with high credit quality financial institutions. The Company does not have any cash in excess of federally insured limits. Liquidity Risk Liquidity risk is the risk that the Company’s cash flows from operations will not be sufficient for the Company to continue operating and discharge is liabilities. The Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form of debt or equity, or achieving profitable operations in order to satisfy its liabilities as they come due. Market Risk Market risk is the risk that fluctuations in the market prices of minerals will impact the Company’s future cash flows. The Company is exposed to market risk on the price of gold, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work that the Company will be able to perform, and the number of financing opportunities that will be available. Management believes that it would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks. |
Segmented reporting
Segmented reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segmented reporting | 11. Segmented reporting The Company only has one 1 |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | 12. Subsequent events In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to March 31, 2022 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Mineral Properties and Exploration and Development Costs | 4 Mineral Properties and Exploration and Development Costs The costs of acquiring mineral properties are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company’s long-lived assets consist of plant, equipment, and mine development. The Company reviews and evaluates its long-lived assets for recoverability annually and at interim periods if triggering events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include significant adverse changes to projected revenues, costs, or future expansion plans, or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value. To determine fair value, the Company will use a discounted cash flow model based on quantities of estimated recoverable minerals and incorporates projections and probabilities involving metal prices (considering current and historical prices, price trends and related factors), production levels, operating and production costs, and the timing and capital costs of expansion and sustaining projects, all of which are based on life-of-mine plans. The term “recoverable minerals” refers to the estimated amount of gold that will be sold after taking into account losses during ore processing and treatment. In estimating future cash flows, assets will be grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows will be based on numerous assumptions, which are consistent or reasonable in relation to internal budgets and projections, and actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable gold and metal prices, operating and production costs, and the timing and capital costs of expansion and sustaining projects are each subject to significant risks and uncertainties. |
Mineral Properties | Mineral Properties Mineral properties are tangible assets recorded at cost and include royalty interests and land and mineral rights to explore and extract minerals from properties. Once a property is in the production phase, mineral property costs will be amortized using the units-of-production method based upon the estimated recoverable gold ounces in proven and probable reserves at such properties. Currently, the Company has no property in production. Costs to maintain mineral properties will be expensed in the period they are incurred. Gains and losses from the sale or disposal of mineral properties will be recorded to Loss (gain) on dispositions or sales of mineral properties |
Asset Retirement Obligation | Asset Retirement Obligation The Company’s mining and exploration activities will be subject to various federal and state laws and regulations governing the protection of the environment. The Company’s asset retirement obligation (“ARO”), which will consist of estimated future mine reclamation and closure costs, may increase, or decrease significantly as a result of changes in regulations, mine plans, estimates, or other factors. Currently, the Company has no operating property. Therefore, no such property was recognized as a liability at fair value in the period incurred. Any such ARO, which is initially estimated based on discounted cash flow estimates, will be accreted to full value over time through charges to Accretion expense |
Foreign Currency Translation | Foreign Currency Translation The Company has no foreign operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 periods. Actual results could differ from those estimates. Some of the Company’s more significant estimates include those related to going concern, collectability of receivables, and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Comprehensive Income | Comprehensive Income The Company follows the guidance in ASC 220, Comprehensive Income |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurement, In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740, Income Taxes |
Stock-based Compensation | Stock-based Compensation The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation – Stock Compensation Awards granted to non-employees fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever is more reliable. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share The Company accounts for earnings (loss) per share pursuant ASC 260, Earnings Per Share There were no dilutive financial instruments for the period ended March 31, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The below recent accounting pronouncements were adopted during the year ended December 31, 2019: ● ”Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (ASU 2017-09) was issued in May 2017. This update provides clarity and reduces both diversity in practice, cost, and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard was effective for annual periods beginning after December 15, 2017. The adoption of ASU 2017-09 did not have an impact on the Company’s financial statements. ● ”Statement of Cash Flows (Topic 230)” (“ASU 2016-15”) was issued during August 2016. ASU 2016-15 is intended to reduce the diversity in practice regarding how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows, Restricted Cash (Topic 230)” (“ASU 2016-18”), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 were both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments were applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have an impact on the Company’s financial statements. ● In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, ”Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The adoption of ASU 2016-01 did not have an impact on the Company’s financial statements. ● In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic-10): Recognition and Measurement of Financial Assets and Financial Liabilities to clarify codification and to correct unintended application of the guidance. The Company adopted this pronouncement concurrently with the adoption of ASU 2016-01. The adoption of this update had no impact on the Company’s financial statements. The following are recent accounting pronouncements, which may have an impact on the Company’s future financial statements: ● “Leases” (ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of ASU 2016-02 will not have an impact on the Company’s financial statements. ● In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, amended in November by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which introduces the current expected credit losses model in the estimation of credit losses on financial instruments. This update is effective retrospectively for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption being permitted for fiscal years beginning after December 15, 2018. The Company plans to adopt this ASU on January 1, 2023. ● ”Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” (“ASU 2017-09”) Issued in May 2017, ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect that the adoption of ASU 2017-09 will have a material impact on the Company’s financial statement. ● In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic: 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). FASB issued the update to modify the disclosure requirements in Topic 820. ASU 2018-07 will be effective for public companies for fiscal years beginning after December 15, 2018 including interim periods. The Company continues to evaluate the impact of these ASU’s on its financial statements. |
Mineral Property Interest (Tabl
Mineral Property Interest (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Mineral Property Interest | Schedule of Mineral Property Interest Acquisition Date by Purchase Mines Location County the Company Amount 1 Yellow Aster Flats Tonopah, Nevada Esmeralda 9/17/2019 $ 1,776.00 2 Fat Mules Flats Tonopah, Nevada Esmeralda 9/17/2019 $ 770.00 3 Cobin Tonopah, Nevada Esmeralda 9/17/2019 $ 929.00 4 Jasper Tonopah, Nevada Esmeralda 9/17/2019 $ 3,316.00 5 Barracks Nine Tonopah, Nevada Esmeralda 9/17/2019 $ 1,100.00 6 Eclipse Tonopah, Nevada Esmeralda 9/17/2019 $ 1,501.00 7 Fortuna Tonopah, Nevada Esmeralda 9/17/2019 $ 1,625.00 8 Purple Heart Buckhorn, New Mexico Grant 9/17/2019 $ 1,439.00 9 Blackmoor Buckhorn, New Mexico Grant 9/17/2019 $ 2,025.00 10 New River La Paz, Arizona La Paz 9/17/2019 $ 3,950.00 Total as of March 31, 2021 and December 31 2020 $ 18,430.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Schedule of Components of Income Tax Expense (Benefit) For three months ended March 31, 2021 March 31, 2021 $ $ Profit / (loss) from operations before income tax (60,207 ) (0 ) Income tax rate 21 % 21 % Income tax expense at the U.S Federal tax (12,643 ) (0 ) Adjustments to derive effective tax rate: Non-deductible stock bases compensation — — Other non-deductible expenses — — Foreign rate differentials — — State and local net of federal benefit — — Valuation allowance 12,643 0 Income tax (benefit) / expenses — — |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities For three months ended March 31, 2021 March 31, 2021 Deferred tax assets Net income / (loss) (60,207 ) (0 ) Deferred tax liability — — Net deferred tax assets (12,643 ) (0 ) Less: Valuation allowance 12,643 0 Deferred tax asset - net valuation allowance — — |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity Incorporation, Date of Incorporation | Dec. 02, 2016 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Loss | $ 60,207 | $ 0 |
Accumulated Deficit | $ 266,374 |
Mineral Property Interest (Deta
Mineral Property Interest (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair Value of Assets Acquired | $ 18,430 |
Mine #1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Yellow Aster Flats |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 1,776 |
Mine #2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Fat Mules Flats |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 770 |
Mine #3 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Cobin |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 929 |
Mine #4 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Jasper |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 3,316 |
Mine #5 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Barracks Nine |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 1,100 |
Mine #6 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Eclipse |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 1,501 |
Mine #7 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Fortuna |
Mine Location | Tonopah, Nevada |
Mine County | Esmeralda |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 1,625 |
Mine #8 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Purple Heart |
Mine Location | Buckhorn, New Mexico |
Mine County | Grant |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 1,439 |
Mine #9 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | Blackmoor |
Mine Location | Buckhorn, New Mexico |
Mine County | Grant |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 2,025 |
Mine #10 | |
Defined Benefit Plan Disclosure [Line Items] | |
Mine | New River |
Mine Location | La Paz, Arizona |
Mine County | La Paz |
Acquisition date | Sep. 17, 2019 |
Fair Value of Assets Acquired | $ 3,950 |
Advances from Stockholders (Det
Advances from Stockholders (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Advances from stockholders | $ 67,018 | $ 67,018 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Profit / (loss) from operations before income tax | $ (60,207) | $ 0 |
Income tax rate | 21% | 21% |
Income tax expense at the U.S Federal tax | $ 12,643 | $ 0 |
Adjustments to derive effective tax rate: | ||
Non-deductible stock bases compensation | 0 | 0 |
Other non-deductible expenses | 0 | 0 |
Foreign rate differentials | 0 | 0 |
State and local net of federal benefit | 0 | 0 |
Valuation allowance | 12,643 | 0 |
Income tax (benefit) / expenses | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net income / (loss) | $ (60,207) | $ 0 |
Deferred tax liability | 0 | 0 |
Net deferred tax assets | (12,643) | 0 |
Less: Valuation allowance | 12,643 | 0 |
Deferred tax asset - net valuation allowance | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits | $ 0 | |
Accumulated Deficit | 293,822 | $ 233,615 |
Income from income tax expense | 293,822 | |
Promissory notes payable | $ 150,052 | $ 150,052 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 shares | |
Jimmy Ramirez | |
Defined Benefit Plan Disclosure [Line Items] | |
Sale of Stock, Transaction Date | Sep. 30, 2019 |
Stock Issued During Period, Shares, New Issues | 113,333,333 |
Franklin Ogele | |
Defined Benefit Plan Disclosure [Line Items] | |
Sale of Stock, Transaction Date | Sep. 17, 2019 |
Stock Issued During Period, Shares, New Issues | 20,000,000 |
Related Party Transactions an_2
Related Party Transactions and Balances (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Proceeds from Contributed Capital | $ 67,018 | $ 67,018 |
Segmented reporting (Details Na
Segmented reporting (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 Integer | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |