TGS International (TGSI) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Entity Registrant Name	TGS INTERNATIONAL LTD
Entity Central Index Key	0001701859
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		14,962,298
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	00-0000000
Entity Address Postal Zip Code	00000
Entity Interactive Data Current	Yes
Entity File Number	333-217451
Entity Incorporation State Country Code	NV
City Area Code	852
Local Phone Number	2116-3863
Security 12b Title	Common Stock
Trading Symbol	TGSI
Entity Address City Or Town	Shatin, New Territories
Entity Address Address Line 1	Unit N1, 3/F
Entity Address Address Line 2	W Luxe
Entity Address Address Line 3	No.5 On Yiu Street,

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 201,136	$ 69,401
Accounts receivable	413,424	787,023
Other receivables	557,848	532,943
Prepayments and deposits	97,861	205,169
Total current assets	1,270,269	1,594,536
Non-current assets
Property, plant and equipment	2,274,722	2,307,570
Intangible assets	1,097,362	1,097,362
Deposit	50,096	50,299
Total assets	4,692,449	5,049,767
Current liabilities
Accounts payable	457,935	457,824
Accrued charges	336,306	123,241
Other payables	1,638,446	1,568,875
Income tax payable	22,957	22,951
Amount due to a director	0	77,964
Loan from a related person	385,353	386,916
Convertible bond payable, net	0	190,954
Other loans	222,201	27,837
Total current liabilities	3,063,198	2,856,562
Non-current liabilities
Amounts due to stockholders	261,210	376,246
Loan from a stockholder	66,016	0
Provision for asset retirement obligations	35,359	35,350
Provision for exploration asset compensation	119,365	119,336
Total non-current liabilities	1,839,229	1,629,827
Total liabilities	4,902,427	4,486,389
Commitments	0	0
Capital Stock
-Preferred stock, $0.0001 par value; 100,000,000 shares authorized, nil issued and outstanding	0	0
-Common stock, $0.0001 par value; 200,000,000 shares authorized, 14,962,298 shares issued and outstanding as of September 30, 2021 and December 31, 2020	1,496	1,496
Additional paid in capital	11,483,220	11,483,220
Accumulated deficit	(11,701,872)	(10,951,630)
Accumulated other comprehensive income	7,178	30,292
Total stockholders' (deficit) / equity	(209,978)	563,378
Total liabilities and stockholders' equity	$ 4,692,449	$ 5,049,767

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenue	$ 0	$ 14,628	$ 0	$ 107,351
Cost, expenses and other:
Exploration	(112,729)	(15,074)	(225,211)	(114,454)
Selling and distribution	(32,882)	(7,415)	(48,409)	(64,043)
Depreciation of factory equipment	(7,865)	(9,011)	(24,994)	(27,300)
Administrative	(128,945)	(267,711)	(407,587)	(927,545)
Loss from operations	(282,421)	(284,583)	(706,201)	(1,025,991)
Other (expense) / income	(6)	1,581	23,200	17,174
Interest expense	(24,409)	(20,695)	(67,241)	(74,888)
Loss before provision for income taxes	(306,836)	(303,697)	(750,242)	(1,083,705)
Income tax	0	0	0	0
Net loss	(306,836)	(303,697)	(750,242)	(1,083,705)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(22,511)	49,623	(23,114)	174,759
Comprehensive loss	$ (329,347)	$ (254,074)	$ (773,356)	$ (908,946)
Net loss per share:
Basic and diluted net loss per share	$ (0.02)	$ (0.02)	$ (0.05)	$ (0.07)
Weighted average number of common shares outstanding:
Basic and diluted	14,962,298	14,915,712	14,962,298	14,884,214

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders Equity (Unaudited) - 9 months ended Sep. 30, 2021 - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated other comprehensive (loss)/income
Balance, shares at Dec. 31, 2020		14,962,298
Balance, amount at Dec. 31, 2020	$ 563,378	$ 1,496	$ 11,483,220	$ (10,951,630)	$ 30,292
Net loss	(750,242)	0	0	(750,242)	0
Foreign currency translation adjustments	(23,114)	$ 0	0	0	(23,114)
Balance, shares at Sep. 30, 2021		14,962,298
Balance, amount at Sep. 30, 2021	$ (209,978)	$ 1,496	$ 11,483,220	$ (11,701,872)	$ 7,178

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders' equity
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	14,962,298	14,962,298
Common stock, shares outstanding	14,962,298	14,962,298

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (750,242)	$ (1,083,705)
Adjustments to reconcile net loss to net cash generated from/(used in) in operating activities:
Depreciation of property, plant and equipment	33,401	36,905
Loss on disposal of property, plant and equipment	2,197	4,105
Net foreign exchange (gain)/loss	(38,435)	347,856
Amortization of right-of-use asset	0	156,507
Amortization of non-cash interest expenses and bond discount related to convertible bonds	1,354	17,612
Non-cash interest expenses related to other loans	21,109	13,099
Changes in assets and liabilities:
Accounts receivable	373,755	(38,887)
Other receivables	(25,702)	(49,024)
Prepayments and deposits	108,101	(11,551)
Accrued charges	206,735	(79,182)
Other payables	79,984	155,225
Lease liabilities	0	(156,507)
Net cash generated from/(used in) operating activities	12,257	(687,547)
Cash flows from investing activities
Acquisition of property, plant and equipment	(3,048)	(83,635)
Proceeds from disposal of property, plant and equipment	351	1,077
Net cash used in investing activities	(2,697)	(82,558)
Cash flows from financing activities
Advances from stockholders	68,832	453,615
Advances from a director	133,663	12,439
Repayment to stockholders	(1,755)	0
Repayment to a director	(78,524)	(74,249)
Proceeds from new loan - other	0	25,641
Proceeds from issuance of convertible bonds	0	333,332
Net cash provided by financing activities	122,216	750,778
Net increase/(decrease) in cash and cash equivalents	131,776	(19,327)
Effect of exchange rate changes on cash and cash equivalents	(41)	(2,952)
Cash and cash equivalents, beginning of period	69,401	106,850
Cash and cash equivalents, end of period	201,136	84,571
Supplemental disclosures:
Interest paid	20,210	12,568
Income tax paid	0	0
Cash paid for amounts included in measurement of lease liabilities	0	139,118
Non-cash investing and financing transactions:
Capitalization of advances from stockholders	0	261,274
Conversion of convertible bond and accrued interest into common stock	0	334,027
Recognition of Beneficial Conversion Feature ("BCF") discount at inception of convertible bonds	$ 0	$ 7,771

NATURE OF OPERATIONS AND GOING

NATURE OF OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2021
NATURE OF OPERATIONS AND GOING CONCERN
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN	NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN TGS International Ltd. (“TGS”, “the Company”) was incorporated in the state of Nevada, United States on December 1, 2016. On September 14, 2018, the Company entered into a Share Exchange Agreement with Arcus Mining Holdings Limited (“Arcus”) and Mr. Chi Kin Loo, Billion Plus Limited, First Fortune Investment Limited, Great Win Limited and Master Value Holdings Limited (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell all of their ordinary shares of Arcus to the Company in exchange for an aggregate of 7,000,000 shares of common stock of the Company. Arcus, which was incorporated in the Republic of Seychelles on June 17, 2014, and its subsidiaries are engaged in fluorite mining operations in Mongolia, including the processing and sales of fluorite products. Up to September 30, 2021 and the date of this report, the Company owns three mining rights in Mongolia (Mining license numbers: MV-009918, MV-016819 and MV-017305). The Company has adopted open-pit mining at Mine A which is located in Uulbayansoum, Sukhbaatar province (Mining license number: MV-009918). Due to COVID-19, the Mongolian Government has implemented various precautionary measures, including but not limited to closing all ports of entry from and into China (“Precautionary Measures”). The Company has not been able to perform any exploration work at Mine B which is located in Bayan-Ovoo soum, Khentii province (Mining license number: MV-016819) since early 2020. Basis of presentation The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes of the Company included in its annual report on Form 10-K for the year ended December 31, 2020. Going concern The Company incurred an operating loss of $750,242 for the nine months ended September 30, 2021 and, as of that date, had a working capital deficit of $1,792,929 and a net deficit $209,978. Notwithstanding the operating loss incurred for the nine months ended September 30, 2021, the net current liabilities and net deficit as of September 30, 2021, the accompanying consolidated financial statements have been prepared on a going concern basis. Since the Company is currently in the exploration stage, it is still in the capital investing period. The ability of the Company to emerge from the exploration stage depends upon the success of management's plans. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The management expects formal production will gradually resume after the Precautionary Measures in Mongolia are relaxed. Based on our current level of operations, the management believes its future cash flows from operating activities and existing balances of cash will be sufficient to meet our cash requirements for at least the next 12 months. Future operating activities are expected to be funded by loans from directors, major shareholders and related parties until we have ongoing sources of revenue.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recently issued accounting standards In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”, which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 was originally to be effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this ASU simplify the accounting for income taxes, eliminate certain exceptions to the general principles in Topic 740 and clarify certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements. In August 2020, the FASB issued No. ASU 2020-06, ”Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company.

OTHER PAYABLES

OTHER PAYABLES	9 Months Ended
	Sep. 30, 2021
OTHER PAYABLES
NOTE 3 - OTHER PAYABLES	NOTE 3 – OTHER PAYABLES September 30, 2021 December 31, 2020 Tax and social insurance payable $ 53,147 $ 86,601 Contract liabilities 258,279 296,657 Temporary receipts 730,880 739,948 Other 596,140 445,669 $ 1,638,446 $ 1,568,875 Other mainly represents temporary fund transfers from employees to support short-term operations.

CONVERTIBLE BONDS

CONVERTIBLE BONDS	9 Months Ended
	Sep. 30, 2021
CONVERTIBLE BONDS
NOTE 4 - CONVERTIBLE BONDS	NOTE 4 – CONVERTIBLE BONDS As of September 30, 2021 and December 31, 2020, the Company had the following convertible bonds outstanding: As of September 30, 2021 December 31, 2020 Principal Accrued Interest Principal Accrued Interest November 2019 HK$1.5 million (equivalent to $192,308) convertible into common shares at $3.60 per share, 5% interest, due April 30, 2021 $ - $ - $ 192,308 $ 10,564 Less: Bond discount - - (1,354 ) - $ - $ - $ 190,954 $ 10,564 Convertible bond agreements of HK$1.5 million On November 26, 2019, a convertible bond agreement was signed including a HK$1.5 million (equivalent to $192,308) loan bearing interest of 5% per annum for six months. The convertible bond had a maturity date of May 25, 2020 with a conversion price of $3.60 per share. In addition, the Company recognized a beneficial conversion feature discount to the bond of $5,342 that was amortized over the period using the effective interest method. On May 11, 2020, the Company signed an extension letter with the bondholder to extend the maturity date from May 25, 2020 to September 30, 2020. Therefore, the Company recognized an additional beneficial conversion feature discount to the bond of $234 that was amortized over the period using the effective interest method. On September 11, 2020, the Company signed an extension letter with the bondholder to further extend the maturity date from September 30, 2020 to April 30, 2021. Therefore, the Company further recognized an additional beneficial conversion feature discount to the bond of $147 that is being amortized over the period using the effective interest method. For the year ended December 31, 2020, the Company amortized $3,340 of the discount and recognized non-cash interest of $9,634 to interest expenses. The unamortized debt discount on the convertible bond as of December 31, 2020 was $1,354. For the nine months and three months ended September 30, 2021, the Company amortized $1,354 and $341 of the discount and recognized non-cash interest of $3,161 and $790 to interest expenses. For the nine months and three months ended September 30, 2020, the Company amortized $2,317 of the discount (three months ended September 30, 2020 was immaterial), and for the nine months and three months ended September 30, 2020 recognized non-cash interest of $7,210 and $2,424 to interest expenses. All the debt discount on the convertible bond has been amortized as of September 30, 2021. On April 30, 2021, the Company signed a supplementary agreement with the bondholder to further extend the maturity date from April 30, 2021 to May 20, 2021, change the interest rate from 5% to 8%, and revoke the convertible option. As a result, the HK$1.5m is reclassified to other loans. Please see note 6 for additional information. Other convertible bond agreements For the year ended December 31, 2020, four new convertible bond agreements were entered into between the Company, Arcus and third party investors. All of them matured during 2020 and were settled by issuing 92,275 common shares at a price stated in the respective agreements, representing loans of HK$2.6 million and interest expenses of HK$5,521, for a total of HK$2,605,521 (equivalent to $334,027) (see note 8). In addition, the Company recognized a beneficial conversion discount of $7,390, of which $695 was amortized as non-cash interest expense for the year ended December 31, 2020.

SIGNIFICANT TRANSACTIONS WITH R

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES	9 Months Ended
	Sep. 30, 2021
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES	NOTE 5 – SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (a) Loan from a related person As of September 30, 2021 and December 31, 2020, loan from a related person included HK$3 million (equivalent to $385,353 and $386,916, respectively) borrowed from the wife of one of the Company’s stockholders on May 21, 2018. The loan is unsecured, is guaranteed by three stockholders and carried interest at a monthly rate of 3.08% for the first month and a monthly rate of 1.08% for the rest of the term, repayable on May 20, 2019 and subsequently extended to May 20, 2020. The related party lender borrowed the funds that were loaned to Arcus Mining Holdings Limited (“Arcus”), a subsidiary of the Company. Arcus has guaranteed the repayment by the related party of the funds borrowed by the related party. On April 28, 2020, the repayment date was extended to May 20, 2021, and the interest changed to be at a monthly rate of 2.08% for the first month and a monthly rate of 1.08% for the rest of the term. As of the date of this report, no further agreements have been signed. The Company is negotiating the repayment schedule and/or renewal terms with the loan holder. Until such time as the negotiations result in more favorable terms for the Company, the loan is repayable on demand. (b) Loan from a stockholder As of September 30, 2021, amount due to a stockholder, Kwing Chun Chu, was HK$513,937 (equivalent to $66,016). The amount due is unsecured, carries interest at 5% per annum and is repayable on September 11, 2021. The amount is then extended from September 12, 2021 to December 31, 2022. (c) Interest expense incurred to related persons During the nine months ended September 30, 2021 and 2020, interest expense of HK$323,991 (equivalent to $41,617) and HK$322,500 (equivalent to $41,572), respectively, was incurred to related persons. During the three months ended September 30, 2021 and 2020, interest expense of HK$121,320 (equivalent to $15,509) and HK$97,500 (equivalent to $12,583), respectively, was incurred to related persons. (d) Amounts due to stockholders As of September 30, 2021, amounts due to stockholders, Tak Leung Ho, Kwong Bun Mak, and Kwing Chun Chu, were $261,210, and as of December 31, 2020, amounts due to stockholders, Kwong Bun Mak, Xianqin Pan and Kwing Chun Chu, were $376,246. The stockholders advanced $68,832 of working capital to meet the financing requirements for the nine months ended September 30, 2021. Amounts due to stockholders are unsecured, had no collateral or guaranty, are interest-free and there are no fixed terms for repayment. The stockholders have agreed not to demand repayment within the next 12 months from September 30, 2021. (e) Amounts due to directors On December 10, 2020, Mr. Chi Kin Loo was appointed as a director of the Company. On August 27, 2021, Mr. Pan Xianqin was appointed as director of the Company. As of September 30, 2021, there was an amount due to these directors of $1,197,104. During the nine months ended September 30, 2021, the directors advanced $133,663 to the Company. The amount due is unsecured, had no collateral or guaranty, are interest-free and there are no fixed terms for repayment. The directors have agreed not to demand repayment within 12 months from September 30, 2021. As of December 31, 2020, amount due to a director, Mr. Tak Shing Eddie Wong, of HK$604,500 (equivalent to $77,964) was unsecured, had no collateral or guaranty and was interest-free. The amount was fully repaid on March 3, 2021. Mr. Tak Shing Eddie Wong resigned as director on March 31, 2021.

OTHER LOAN

OTHER LOAN	9 Months Ended
	Sep. 30, 2021
OTHER LOAN
NOTE 6 - OTHER LOAN	NOTE 6 – OTHER LOANS As of September 30, 2021 and December 31, 2020, a loan of HK$232,718 (equivalent to $29,893) and HK$217,133 (equivalent to $27,837), respectively, was outstanding from an unrelated party. The loan is unsecured, has no collateral or guaranty, carries interest at 10% per annum, and was repayable on June 23, 2021 until extended to December 23, 2021. On April 30, 2020, at the maturity of the convertible bond of HK$1,500,000 (equivalent to $192,308) (see note 4), the Company signed a supplementary agreement that revoked the conversion option and renewed the loan to May 20, 2021. As a result, the convertible bond has been reclassified to other loans, and on May 21, 2021, the Company signed an amended loan agreement with the unrelated party. The loan is repayable on May 31, 2021, carries interest at 8% per annum and is guaranteed by a director of the Company. As of the date of this report, no further agreements have been signed. The Company is negotiating the repayment schedule and/or renewal terms with the loan holder. Until such time as the negotiations result in more favorable terms for the Company, the loan is repayable on demand. As of September 30, 2021 and December 31, 2020, a loan of $160,175 and $147,326, respectively, was outstanding from an unrelated party. The loan is unsecured, has no collateral or guaranty, carries interest at 11.61% per annum and the indebtedness of $395,801 matures on December 31, 2029.

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2021
Net loss per share:
NOTE 7 - NET LOSS PER SHARE	NOTE 7 – NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2021 and 2020: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net loss per share – basic and diluted Net loss $ (306,836 ) $ (303,697 ) $ (750,242 ) $ (1,083,705 ) Weighted-average number of common shares outstanding – basic and diluted 14,962,298 14,915,712 14,962,298 14,884,214 Net loss per share Basic and diluted (Note) $ (0.02 ) $ (0.02 ) $ (0.05 ) $ (0.07 ) Note: During the three and nine months ended September 30, 2021 and 2020, the Company had warrants outstanding of 57,111, which under dilutive effect, could potentially dilute basic loss per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive due to the net losses.

CAPITAL STOCK

CAPITAL STOCK	9 Months Ended
	Sep. 30, 2021
Capital Stock
NOTE 8 - CAPITAL STOCK	NOTE 8 – CAPITAL STOCK For the year ended December 31, 2020, there was a total of four new convertible bond agreements entered into between the Company, Arcus, and third party investors. On January 2, 2020, a convertible bond agreement was entered into between the Company, Arcus and a third party investor. On February 1, 2020, the convertible bond matured and was settled by issuing 53,236 common shares at a price of $3.62 per share representing loans of HK$1.5 million and interest expenses of HK$3,185, for a total of HK$1,503,185 (equivalent to $192,708). On January 14, 2020, a convertible bond agreement was entered into between the Company, Arcus and a third party investor. On February 13, 2020, the convertible bond matured and was settled by issuing 14,196 common shares at a price of $3.62 per share representing loans of HK$400,000 and interest expenses of HK$849, for a total of HK$400,849 (equivalent to $51,389). On February 24, 2020, a convertible bond agreement was entered into between the Company, Arcus and a third party investor. On March 25, 2020, the convertible bond matured and was settled by issuing 7,098 common shares at a price of $3.62 per share representing loans of HK$200,000 and interest expenses of HK$425, for a total of HK$200,425 (equivalent to $25,695). On February 29, 2020, a convertible bond agreement was entered into between the Company, Arcus and a third party investor. On March 30, 2020, the convertible bond matured and was settled by issuing 17,745 common shares at a price of $3.62 per share representing loans of HK$500,000 and interest expenses of HK$1,062, for a total of HK$501,062 (equivalent to $64,235).

WARRANT EQUITY

WARRANT EQUITY	9 Months Ended
	Sep. 30, 2021
WARRANT EQUITY
NOTE 9 - WARRANT EQUITY	NOTE 9 – WARRANT EQUITY In 2019, the Company issued Second Subscription Package of up to $825,000, consisting of 330,000 common shares and 66,000 warrants exercisable at $3.00 to purchase common stock within three years from the respective issuance dates, to accredited subscribers. The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the subscriptions. All of the Company’s outstanding warrants are considered to be indexed to the Company’s own stock and are therefore classified as equity under ASC 480. The warrants, in specified situations, provide for certain compensation remedies to a holder if the Company fails to timely deliver the shares underlying the warrants in accordance with the warrant terms.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS The Company is dependent on its workforce, mainly subcontracted Chinese workers “the workers”, to perform the mining work, resume exploratory and construction work. The closure of borders implemented by the Mongolian Government has impacted the Company’s ability to deploy its workforce effectively. While expected to be temporary, prolonged workforce disruptions have negatively impacted sales in Mine B in 2020 and 2021 and the Company’s overall liquidity. If these developments continue throughout 2021, we expect very limited sales and operations in Mine B in 2021 as well. However, our Mongolian office has liaised with the relevant government departments in preparing visa applications for the workers. The workers subsequently entered Mongolia in October 2021 for the preparation of mining work in October. The preparation includes but has not been limited to clearing water stagnation in mining wells, reviewing the temperature of the wells and maintaining turbine generators and the electric power grid. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects on its results of operations, financial condition, or liquidity for the 2021 fiscal year.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recent changes in accounting standards	In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”, which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 was originally to be effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this ASU simplify the accounting for income taxes, eliminate certain exceptions to the general principles in Topic 740 and clarify certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements. In August 2020, the FASB issued No. ASU 2020-06, ”Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company.

OTHER PAYABLES (Tables)

OTHER PAYABLES (Tables)	9 Months Ended
	Sep. 30, 2021
OTHER PAYABLES (Tables)
Schedule of other payables	September 30, 2021 December 31, 2020 Tax and social insurance payable $ 53,147 $ 86,601 Contract liabilities 258,279 296,657 Temporary receipts 730,880 739,948 Other 596,140 445,669 $ 1,638,446 $ 1,568,875

CONVERTIBLE BONDS (Tables)

CONVERTIBLE BONDS (Tables)	9 Months Ended
	Sep. 30, 2021
CONVERTIBLE BONDS
Schedule of convertible bond outstanding	As of September 30, 2021 December 31, 2020 Principal Accrued Interest Principal Accrued Interest November 2019 HK$1.5 million (equivalent to $192,308) convertible into common shares at $3.60 per share, 5% interest, due April 30, 2021 $ - $ - $ 192,308 $ 10,564 Less: Bond discount - - (1,354 ) - $ - $ - $ 190,954 $ 10,564

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2021
NET LOSS PER SHARE (Tables)
Schedule of Net loss per share basic and diluted	Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net loss per share – basic and diluted Net loss $ (306,836 ) $ (303,697 ) $ (750,242 ) $ (1,083,705 ) Weighted-average number of common shares outstanding – basic and diluted 14,962,298 14,915,712 14,962,298 14,884,214 Net loss per share Basic and diluted (Note) $ (0.02 ) $ (0.02 ) $ (0.05 ) $ (0.07 )

NATURE OF OPERATIONS AND GOIN_2

NATURE OF OPERATIONS AND GOING CONCERN (Detail Narrative)	9 Months Ended
	Sep. 30, 2021USD ($)
NATURE OF OPERATIONS AND GOING CONCERN
Working capital deficit	$ 1,792,929
Net deficit	209,978
Operating loss	$ 750,242

SIGNIFICANT TRANSACTIONS WITH_2

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 28, 2020	May 21, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Interest expense			$ 15,509	$ 12,583	$ 41,617	$ 41,572
Loans from related parties			385,353		385,353		$ 386,916
Stockholders [Member]
Loans from related parties			261,210		$ 261,210		376,246
Debt repayment term, description					The stockholders have agreed not to demand repayment within the next 12 months from September 30, 2021.
Advance Working capital			68,832		$ 68,832
Wife of shareholder [Member] | Loans Payable [Member]
Loans from related parties			385,353		385,353		386,916
Extended maturity date	May 20, 2021
Variation in interest rate, description	interest changed to be at a monthly rate of 2.08% for the first month and a monthly rate of 1.08% for the rest of the term.
Interest rate, description		interest at a monthly rate of 3.08% for the first month and a monthly rate of 1.08% for the rest of the term
Maturity date		May 20, 2019
Kwing Chun Chu [Member]
Loans from related parties			66,016		$ 66,016
Extended maturity date					Dec. 31, 2022
Maturity date					Sep. 11, 2021
Interest rate					5.00%
Tak Shing Eddie Wong [Member] | Loans Payable [Member]
Loans from related parties							$ 77,964
Directors [Member]
Debt repayment term, description					The directors have agreed not to demand repayment within 12 months from September 30, 2021.
Advance Working capital			133,663		$ 133,663
Due from related party			$ 1,197,104		$ 1,197,104

OTHER PAYABLES (Details)

OTHER PAYABLES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Other payables	$ 1,638,446	$ 1,568,875
Tax and social insurance payable [Member]
Other payables	53,147	86,601
Contract liabilities [Member]
Other payables	258,279	296,657
Temporary receipts [Member]
Other payables	730,880	739,948
Other payables [Member]
Other payables	$ 596,140	$ 445,669

CONVERTIBLE BONDS (Details)

CONVERTIBLE BONDS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Convertible bond, gross		$ 334,027
Convertible bond, net	$ 0	190,954
Principal [Member]
Convertible bond, gross	0	192,308
Less: Bond discount	0	(1,354)
Convertible bond, net	0	190,954
Accrued Interest [Member]
Convertible bond, gross	0	10,564
Less: Bond discount	0	0
Convertible bond, net	$ 0	$ 10,564

CONVERTIBLE BONDS (Details Narr

CONVERTIBLE BONDS (Details Narrative) - USD ($)	May 11, 2020	Nov. 26, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	May 20, 2021	Apr. 30, 2021
Non cash interest expenses							$ 9,634
Debt instrument face amount							334,027
Convertible bond agreement [Member] | Convertible bond [Member]
Non cash interest expenses			$ 790	$ 2,424	$ 3,161	$ 7,210
Debt instrument face amount		$ 192,308
Debt instrument, unamortized discount							1,354
Additional beneficial conversion feature	$ 147
Debt instrument, Maturity date		May 25, 2020
Amortization of debt discount			$ 341	$ 546	$ 1,354	$ 2,317	3,340
Debt discount, beneficial conversion feature	$ 234	$ 5,342
Extended maturity date	Apr. 30, 2021
Debt instrument, interest rate		5.00%						8.00%	5.00%
Debt instrument, conversion price		$ 3.60
Four convertible bond agreements [Member] | Arcus and third party investors [Member]
Non cash interest expenses							695
Debt discount, beneficial conversion feature							$ 7,390
Debt conversion, converted instrument, share issued							92,275

OTHER LOANS (Details Narrative)

OTHER LOANS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Unrelated party [Member]
Loan payable	$ 29,893	$ 27,837
Interest rate	10.00%
Maturity date	Jun. 23, 2021
Unrelated party 1 [Member]
Loan payable	$ 160,175	$ 147,326
Interest rate	11.61%
Maturity date	Dec. 31, 2029
Indebtness amount	$ 395,801
Other convertible loan amount	$ 192,308

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Net loss per share - basic and diluted
Net loss	$ (306,836)	$ (303,697)	$ (750,242)	$ (1,083,705)
Weighted-average number of common shares outstanding - basic and diluted	14,962,298	14,915,712	14,962,298	14,884,214
Net loss per share: Basic and diluted (Note)	$ (0.02)	$ (0.02)	$ (0.05)	$ (0.07)

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative)	Jan. 14, 2020HKD ($)shares	Mar. 30, 2020HKD ($)shares	Mar. 30, 2020USD ($)shares	Mar. 25, 2020HKD ($)shares	Mar. 25, 2020USD ($)shares	Sep. 30, 2021HKD ($)shares	Sep. 30, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)	Mar. 30, 2020$ / shares	Mar. 25, 2020$ / shares	Jan. 14, 2020USD ($)$ / shares
Debt instrument face amount								$ 334,027
Convertible Bond Agreement [Member] | February 1, 2020 [Member]
Conversion price | $ / shares							$ 3.62				$ 3.62
Debt conversion, converted instrument, shares issued | shares	14,196					53,236
Loans Payable	$ 400,000					$ 1,500,000
Interest expenses						$ 3,185
Debt instrument face amount							$ 192,708				$ 51,389
Arcus and third party investor [Member] | Convertible Bond Agreement [Member]
Conversion price | $ / shares									$ 3.62	$ 3.62
Debt conversion, converted instrument, shares issued | shares		17,745	17,745	7,098	7,098
Loans Payable		$ 500,000		$ 200,000
Interest expenses		$ 1,062		$ 425
Debt conversion, converted instrument, amount			$ 64,235		$ 25,695

WARRANT EQUITY (Details Narrati

WARRANT EQUITY (Details Narrative) - Second Subscription package [Member] - In, 2019 [Member]	Sep. 30, 2021USD ($)$ / sharesshares
Exercise price | $ / shares	$ 3
Amount of subscription package issued | $	$ 825,000
Class of warrants or rights reserved for future issuance	330,000
Common stock shares reserved for future issuance	66,000