Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-268335 | ||
Entity Registrant Name | CHILEAN COBALT CORP. | ||
Entity Central Index Key | 0001727255 | ||
Entity Tax Identification Number | 82-3590294 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1199 Lancaster Ave | ||
Entity Address, Address Line Two | Suite 107 | ||
Entity Address, City or Town | Berwyn | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19312 | ||
City Area Code | (484) | ||
Local Phone Number | 580-8697 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 13,000,000 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 630,803 | $ 322,427 |
Prepaid expenses | 20,510 | 7,019 |
Total current assets | 651,313 | 329,446 |
Property and equipment, net | 25,857 | 41,992 |
Other assets | 0 | 5,959 |
Total assets | 677,170 | 377,397 |
Current liabilities: | ||
Accounts payable | 9,813 | 3,379 |
Accrued service fees | 13,083 | 1,269 |
Other current liability | 0 | 175,000 |
Related party loan payable | 0 | 18,505 |
Total current liabilities | 22,896 | 198,153 |
Total liabilities | 22,896 | 198,153 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common Stock, $0.0001 par value; 100,000,000 shares authorized and 13,000,000 and 11,041,667 issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 1,300 | 1,104 |
Additional paid-in capital | 31,600,439 | 30,091,057 |
Accumulated other comprehensive income | 260,031 | 262,284 |
Accumulated deficit | (31,207,496) | (30,175,201) |
Total stockholders' equity | 654,274 | 179,244 |
Total liabilities and stockholders' equity | $ 677,170 | $ 377,397 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 13,000,000 | 11,041,667 |
Common Stock, Shares, Outstanding | 13,000,000 | 11,041,667 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Operating expenses: | ||
General and administrative | 1,019,427 | 92,485 |
Depreciation | 13,459 | 15,917 |
Foreign currency transaction (gain) loss | 222 | (394) |
Total operating expenses | 1,033,108 | 108,008 |
Loss from operations | (1,033,108) | (108,008) |
Interest income | 813 | 150 |
Loss before income taxes | (1,032,295) | (107,858) |
Income taxes | 0 | 0 |
Net loss | (1,032,295) | (107,858) |
Comprehensive loss: | ||
Foreign currency translation adjustments | (2,253) | (3,774) |
Comprehensive loss | $ (1,034,548) | $ (111,632) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.08) | $ (0.01) |
Earnings Per Share, Diluted | $ (0.08) | $ (0.01) |
Weighted Average Number of Shares Outstanding, Basic | 12,787,889 | 11,000,114 |
Weighted Average Number of Shares Outstanding, Diluted | 12,787,889 | 11,000,114 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,100 | $ 30,066,061 | $ 266,058 | $ (30,067,343) | $ 265,876 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 0 | 11,000,000 | ||||
Issuance of Common Stock in a private placement | $ 4 | 24,996 | 25,000 | |||
Stock Issued During Period, Shares, New Issues | 41,667 | |||||
Foreign currency translation | (3,774) | (3,774) | ||||
Net loss | (107,858) | (107,858) | ||||
Ending balance, value at Dec. 31, 2021 | $ 1,104 | 30,091,057 | 262,284 | (30,175,201) | 179,244 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 0 | 11,041,667 | ||||
Issuance of Common Stock in a private placement | $ 196 | 1,174,805 | 1,175,001 | |||
Stock Issued During Period, Shares, New Issues | 1,958,333 | |||||
Foreign currency translation | (2,253) | (2,253) | ||||
Net loss | (1,032,295) | (1,032,295) | ||||
Stock based compensation | 334,577 | 334,577 | ||||
Ending balance, value at Dec. 31, 2022 | $ 1,300 | $ 31,600,439 | $ 260,031 | $ (31,207,496) | $ 654,274 | |
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 0 | 13,000,000 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,032,295) | $ (107,858) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 13,459 | 15,917 |
Stock based compensation | 334,579 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (7,685) | 6,012 |
Accounts payable and accrued liabilities | 18,146 | (21,893) |
Net cash used in operating activities | (673,796) | (107,822) |
Cash flows from financing activities: | ||
Proceeds from issuance of Common Stock | 1,175,000 | 25,000 |
Repayment of investor advances | (163,075) | 0 |
Proceeds from (repayment of) related party loan payable | (30,430) | 193,505 |
Net cash provided by financing activities | 981,495 | 218,505 |
Effect of foreign exchange rate on cash | 677 | (1,658) |
Net increase in cash | 308,376 | 109,025 |
Cash at beginning of period | 322,427 | 213,402 |
Cash at end of period | $ 630,803 | $ 322,427 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business The accompanying consolidated financial statements include the accounts of Chilean Cobalt Corp. (the “Company”), a Nevada corporation formed on December 4, 2017, and its wholly-owned subsidiary Baltum Minería SpA (“Baltum”), a Chilean Sociedad por Acciones formed on January 3, 2018. The Company is a primary cobalt, secondary copper, junior mining and exploration company restarting mining exploration in northern Chile after a period of reduced operations due to the worldwide economic impact of Covid-19. Cobalt, a critical mineral for many of the current cathode battery chemistry configuration options in the EV battery production space, was mined in Chile for 100 years from 1844 thru 1944 and ceased at the end of World War II. Baltum owns exploitation-level mining concessions for 2,635 hectares in the San Juan Mining District in northern Chile. On May 12, 2022, the former Parent Company, Genlith, Inc. distributed all of its shares in the Company to its individual shareholders. As of the date of the distribution, Genlith, Inc. no longer held an equity interest in the Company. The Company’s year-end is December 31. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The Company has not yet begun to generate revenue as of December 31, 2022, has incurred recurring losses since inception, and expects to continue to incur losses as a result of costs and expenses related to mining exploration and general and administrative expenses. For the year ended December 31, 2022, the Company reported a net loss of $ 1,032,295 31,207,496 The ability of the Company to continue as a going concern over a longer term is dependent on the Company’s ability to raise the financing necessary to complete the exploration and development of cobalt and copper mines and bring mining operations into production and commercialization. With a cash balance of $ 630,803 |
Summary of Significant Accounti
Summary of Significant Accounting Policies Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies Basis of Presentation | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements include the consolidated accounts of the Company and its wholly-owned subsidiary Baltum Minería SpA. All material intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the impairment assessment of assets and the applicability of accrued expenses. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Actual results could differ from the Company’s estimates and those differences may be material. Cash Cash amounts consist of cash on hand, deposits in banks, and money market accounts. As of December 31, 2022, and December 31, 2021, the Company’s cash balances were $ 630,803 322,427 Value Added Tax (“VAT Tax”) The Company’s subsidiary historically has paid significant amounts of value-added tax (“VAT Tax”) to the Chilean government on certain operating purchases. The tax paid can be offset against future VAT Tax due. The Company has no Property and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Capitalized costs include computers, vehicles, furniture and fixtures, machinery, and equipment, and are depreciated using the straight-line method or unit-of-production method at rates sufficient to depreciate such costs over the shorter of estimated productive lives or the useful life of the individual assets. Useful lives range from 3 to 10 years Costs are capitalized when it has been determined an ore body can be economically developed. The development stage begins at new projects when our management and/or board of directors make the decision to bring a mine into commercial production, and ends when the production state, or extraction of reserves, begins. The production stage of a mine commences when salable materials, beyond a de minimis amount, are produced. Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits or (b) at undeveloped concessions. Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production and are expensed due to lack of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses. Costs for exploration, evaluation, and pre-development, including drilling costs related to those activities (discussed further below), and repairs and maintenance on capitalized property and equipment are charged to operations as incurred. Drilling, development, and related costs are either classified as exploration, pre-development or secondary development as defined above, and charged to operations as incurred, or capitalized based on the following criteria: · whether the costs are incurred to further define mineralization at and adjacent to existing reserve areas or intended to assist with mine planning within a reserved area; · whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; · whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others’ access to it, and (c) the transaction or event giving risk to our right to or control of the benefit has already occurred. If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and whether capitalization of drilling and development costs is appropriate: · Completion of a favorable economic study and mine plan for the ore body targeted; · authorization of development of the ore body by management and/or the board of directors; and · there is a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues and/or contractual requirements necessary for us to have the right to or control of the future benefit from the targeted ore body have been met. Drilling and related costs at our properties as of and for the years ended December 31, 2022, and December 31, 2021, respectively, did not meet our criteria for capitalization. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the current period net income (loss). Impairment of Long-lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the year ended December 31, 2020, we recorded a full impairment down to $-0- the value of approximately $8.8 million on the Company’s facility located in the Atacama Region of Chile. Baltum presently owns 2,635 hectares of exploitation-level mining concessions in the San Juan mining district and will continue its exploration activities toward proving the existence of cobalt and/or copper. Depending on the outcome of the exploration activities, the Company would then consider seeking a preliminary economic assessment, preliminary feasibility study, or definitive feasibility study to validate the expected profitability of constructing a plant to extract the target minerals and process them into saleable products. Mining Concessions Mining concessions are recorded at cost based on the payments required under the contracts. Amortization begins when placed in service after the mining concession is exercised. Mining concessions are amortized over their useful life based on the pattern over which the mining concessions are consumed or otherwise used up. Determination of expected useful lives for amortization calculations is made on a property-by-property or asset-by-asset basis at least annually. At the time an ore body can be economically developed, the basis of the mining concession will be amortized on a units-of-production basis. Pursuant to our policy on the impairment of long-lived assets, if it is determined that a mining concession cannot be economically developed or its innate value has not been independently substantiated, the basis of the mining concession is reduced to its fair value and an impairment loss is recorded to expense in the period in which it is determined to be impaired. Finite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Intangible assets that are not subject to amortization are tested for impairment annually and more frequently if events or changes in circumstances indicate that is more likely than not, meaning more than 50%, that the asset is impaired. The value of the exploitation mining concessions owned by Baltum have yet to be independently substantiated by a valuation or any level of feasibility study, therefore, during the year ended December 31, 2020, as discussed previously under “Impairment of Long-lived Assets”, we recorded a full impairment down to $-0- value. Foreign Currency The reporting currency of the Company is the U.S. dollar. The functional currency of Baltum, the Company’s wholly-owned subsidiary, is the Chilean Peso. The assets and liabilities of Baltum are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income or loss within the Company’s consolidated balance sheet. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations. The Company has not utilized foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company’s wholly owned subsidiary is subject to foreign corporate tax in foreign taxing jurisdictions. The Company accounts for income taxes in accordance with Accounting Standards Codification 740, “Accounting for Income Taxes” (“ASC 740”). Under ASC 740, income tax expense includes federal and state taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. In accordance with ASC 740, the Company has evaluated its tax positions. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more likely than not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company’s policy is to account for interest expense and penalties related to unrecognized tax benefits as a component of income tax expense. The Company is currently not under examination with any federal, state, or foreign taxing authorities. In addition, the Company had no material unrecognized tax benefits or accrued interest and penalties as of and for the year ended December 31, 2022. Concentration of Credit Risk and of Significant Vendors The Company maintains cash balances at financial institutions in the U.S. and Chile. The Company holds all cash balances at accredited financial institutions, in amounts that exceed federally insured limits in the United States of America. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Recently Issued and Adopted Accounting Pronouncements There are not any recently issued and adopted accounting pronouncements that have a material impact on the Company’s financial statements as of December 31, 2022, and December 31, 2021. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2022 2021 Furniture and fixtures $ 63,559 $ 63,559 Machinery and equipment 36,493 36,493 Property and equipment, gross 100,052 100,052 Accumulated depreciation (74,195 ) (58,060 ) Property and equipment, net $ 25,857 $ 41,992 Depreciation expense for the years December 31, 2022 and 2021 amounted to $ 13,459 15,917 |
Related Party Loans Payable
Related Party Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Loans Payable | 5. Related Party Loans Payable The Company maintained a short-term loan with the former Parent Company for monthly expenses incurred by the Company and paid for by the former Parent company. The Company’s policy is to remit payment for expenses incurred within 30-days of receipt. The outstanding balance was $ 0 18,505 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 6. Stockholders’ Equity Preferred Stock The Company’s certificate of incorporation authorized the Company to issue 25,000,000 shares of Preferred Stock, $0.0001 par value. On December 28, 2017, a Certificate of Designations was resolved and approved by the board and signed into being that authorized the issuance of 7,500,000 shares of Series A Convertible Preferred Stock, of which 5,151,125 were issued and then later converted to common stock on August 10, 2020. Once converted the provisions of the Certificate of Designations does not allow for re-issuance of those shares. There were no Common Stock The Company’s certificate of incorporation authorizes the Company to issue 100,000,000 0.0001 13,000,000 11,041,667 2022 Issuances During the quarter ended March 31, 2022, the Company issued the following shares of common stock: · 291,667 175,000 1,294,931 776,960 1,586,598 951,960 During the quarter ended June 30, 2022, the Company issued the following shares of common stock: · 19,875 11,925 351,860 211,116 371,735 223,041 2021 Issuances During the year ended December 31, 2021, the Company issued the following shares of common stock: · 41,667 25,000 Stock Options On April 26, 2022, the board adopted, and by shareholder consent achieved on April 29, 2022, the shareholders approved the Company’s 2022 Equity Incentive Plan. The purposes of this Plan are (i) to attract and retain the best available personnel for positions of substantial responsibility, (ii) to provide additional incentive to Employees, Directors and Consultants, and (iii) to promote the success of the Company’s business. On May 24, 2022, the Company granted stock options to purchase an aggregate of 1,675,000 On June 1, 2022, the Company granted stock options to purchase an aggregate of 26,668 On July 15, 2022, the Company granted stock options to purchase an aggregate of 150,000 On July 28, 2022, the Company granted stock options to purchase an aggregate of 50,000 The fair value of the options granted was estimated on the date of grant using the Black-Scholes options pricing model, with the following weighted average assumptions: Schedule of assumptions Description As of June 30, 2022 As of September 30, 2022 Expected dividend yield 0.00 0.00 Expected stock volatility 76.33 62.97 Risk-free interest rate 2.69 4.034 Expected life of options (years) 4.47 5.00 Expected forfeiture rate 0.00 0.00 Grant date fair value per option $ 0.36 $ 0.34 During the twelve month period ended December 31, 2022, the Company recorded $ 334,579 0 31,250 0 334,589 A summary of the changes in stock options for the twelve months ended December 31, 2022 is presented below: Schedule of option activity Options Outstanding Number of Shares Weighted Average Exercise Price Balance, December 31, 2020 – n/a Issued – n/a Expired/Forfeited – n/a Exercised – n/a Balance, December 31, 2021 – n/a Issued 1,901,668 $ 0.60 Expired/Forfeited ( 31,250 $ 0.60 Exercised – n/a Balance, December 31, 2022 1,870,418 $ 0.60 The Company has the following options outstanding and exercisable at December 31, 2022: Schedule of options outstanding and exercisable Issue Date Expiry Date Exercise Price Number of Options Remaining Life May 24, 2022 May 23, 2032 0.60 1,653,750 9.39 June 1, 2022 May 31, 2032 0.60 26,668 9.42 July 15, 2022 July 14, 2032 0.60 150,000 9.54 July 28, 2022 July 27, 2032 0.60 50,000 9.57 0.60 1,870,418 9.41 |
Commitments and Contingencies I
Commitments and Contingencies Indemnification Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Indemnification Agreements | 7. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2022, and December 31, 2021. Litigation From time to time, the Company may be subject to claims and lawsuits arising in the normal course of business. The Company’s management believes that the outcome of any litigation or claims will not have a material effect on the Company’s financial position, results of operations or cash flows. At December 31, 2022, management was not aware of any material active, pending, or threatened litigation. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Schedule of income tax expense December 31, Rate Reconciliation 2022 2021 Pre-tax book loss $ (1,032,295 ) $ (107,858 ) Provision at statutory rate (289,000 ) (30,200 ) Change in valuation allowance 289,000 30,200 Total tax expense (benefit) current and deferred $ – $ – Net deferred tax assets consist of the following: As of December 31, 2022, the Company had federal, state and foreign net operating loss carryforwards of approximately $ 26,730,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company made an initial filing of Form S-1 on November 14, 2022 for the resale registration of all 13,000,000 issued and outstanding shares of common stock at a fixed price of $4.00 per share. The Form S-1 was made effective on February 3, 2023. The Company will not receive any proceeds from this S-1. The Company’s board of directors has approved a private raise of approximately $1.2 million, that may proceed immediately at the discretion of management. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the impairment assessment of assets and the applicability of accrued expenses. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Actual results could differ from the Company’s estimates and those differences may be material. |
Cash | Cash Cash amounts consist of cash on hand, deposits in banks, and money market accounts. As of December 31, 2022, and December 31, 2021, the Company’s cash balances were $ 630,803 322,427 |
Value Added Tax (“VAT Tax”) | Value Added Tax (“VAT Tax”) The Company’s subsidiary historically has paid significant amounts of value-added tax (“VAT Tax”) to the Chilean government on certain operating purchases. The tax paid can be offset against future VAT Tax due. The Company has no |
Property and Equipment | Property and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Capitalized costs include computers, vehicles, furniture and fixtures, machinery, and equipment, and are depreciated using the straight-line method or unit-of-production method at rates sufficient to depreciate such costs over the shorter of estimated productive lives or the useful life of the individual assets. Useful lives range from 3 to 10 years Costs are capitalized when it has been determined an ore body can be economically developed. The development stage begins at new projects when our management and/or board of directors make the decision to bring a mine into commercial production, and ends when the production state, or extraction of reserves, begins. The production stage of a mine commences when salable materials, beyond a de minimis amount, are produced. Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits or (b) at undeveloped concessions. Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production and are expensed due to lack of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses. Costs for exploration, evaluation, and pre-development, including drilling costs related to those activities (discussed further below), and repairs and maintenance on capitalized property and equipment are charged to operations as incurred. Drilling, development, and related costs are either classified as exploration, pre-development or secondary development as defined above, and charged to operations as incurred, or capitalized based on the following criteria: · whether the costs are incurred to further define mineralization at and adjacent to existing reserve areas or intended to assist with mine planning within a reserved area; · whether the drilling or development costs relate to an ore body that has been determined to be commercially mineable, and a decision has been made to put the ore body into commercial production; · whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others’ access to it, and (c) the transaction or event giving risk to our right to or control of the benefit has already occurred. If all of these criteria are met, drilling, development and related costs are capitalized. Drilling and development costs not meeting all of these criteria are expensed as incurred. The following factors are considered in determining whether or not the criteria listed above have been met, and whether capitalization of drilling and development costs is appropriate: · Completion of a favorable economic study and mine plan for the ore body targeted; · authorization of development of the ore body by management and/or the board of directors; and · there is a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues and/or contractual requirements necessary for us to have the right to or control of the future benefit from the targeted ore body have been met. Drilling and related costs at our properties as of and for the years ended December 31, 2022, and December 31, 2021, respectively, did not meet our criteria for capitalization. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the current period net income (loss). |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the year ended December 31, 2020, we recorded a full impairment down to $-0- the value of approximately $8.8 million on the Company’s facility located in the Atacama Region of Chile. Baltum presently owns 2,635 hectares of exploitation-level mining concessions in the San Juan mining district and will continue its exploration activities toward proving the existence of cobalt and/or copper. Depending on the outcome of the exploration activities, the Company would then consider seeking a preliminary economic assessment, preliminary feasibility study, or definitive feasibility study to validate the expected profitability of constructing a plant to extract the target minerals and process them into saleable products. |
Mining Concessions | Mining Concessions Mining concessions are recorded at cost based on the payments required under the contracts. Amortization begins when placed in service after the mining concession is exercised. Mining concessions are amortized over their useful life based on the pattern over which the mining concessions are consumed or otherwise used up. Determination of expected useful lives for amortization calculations is made on a property-by-property or asset-by-asset basis at least annually. At the time an ore body can be economically developed, the basis of the mining concession will be amortized on a units-of-production basis. Pursuant to our policy on the impairment of long-lived assets, if it is determined that a mining concession cannot be economically developed or its innate value has not been independently substantiated, the basis of the mining concession is reduced to its fair value and an impairment loss is recorded to expense in the period in which it is determined to be impaired. Finite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Intangible assets that are not subject to amortization are tested for impairment annually and more frequently if events or changes in circumstances indicate that is more likely than not, meaning more than 50%, that the asset is impaired. The value of the exploitation mining concessions owned by Baltum have yet to be independently substantiated by a valuation or any level of feasibility study, therefore, during the year ended December 31, 2020, as discussed previously under “Impairment of Long-lived Assets”, we recorded a full impairment down to $-0- value. |
Foreign Currency | Foreign Currency The reporting currency of the Company is the U.S. dollar. The functional currency of Baltum, the Company’s wholly-owned subsidiary, is the Chilean Peso. The assets and liabilities of Baltum are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income or loss within the Company’s consolidated balance sheet. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations. The Company has not utilized foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company’s wholly owned subsidiary is subject to foreign corporate tax in foreign taxing jurisdictions. The Company accounts for income taxes in accordance with Accounting Standards Codification 740, “Accounting for Income Taxes” (“ASC 740”). Under ASC 740, income tax expense includes federal and state taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. In accordance with ASC 740, the Company has evaluated its tax positions. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more likely than not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company’s policy is to account for interest expense and penalties related to unrecognized tax benefits as a component of income tax expense. The Company is currently not under examination with any federal, state, or foreign taxing authorities. In addition, the Company had no material unrecognized tax benefits or accrued interest and penalties as of and for the year ended December 31, 2022. |
Concentration of Credit Risk and of Significant Vendors | Concentration of Credit Risk and of Significant Vendors The Company maintains cash balances at financial institutions in the U.S. and Chile. The Company holds all cash balances at accredited financial institutions, in amounts that exceed federally insured limits in the United States of America. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements There are not any recently issued and adopted accounting pronouncements that have a material impact on the Company’s financial statements as of December 31, 2022, and December 31, 2021. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | December 31, 2022 2021 Furniture and fixtures $ 63,559 $ 63,559 Machinery and equipment 36,493 36,493 Property and equipment, gross 100,052 100,052 Accumulated depreciation (74,195 ) (58,060 ) Property and equipment, net $ 25,857 $ 41,992 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of assumptions | Schedule of assumptions Description As of June 30, 2022 As of September 30, 2022 Expected dividend yield 0.00 0.00 Expected stock volatility 76.33 62.97 Risk-free interest rate 2.69 4.034 Expected life of options (years) 4.47 5.00 Expected forfeiture rate 0.00 0.00 Grant date fair value per option $ 0.36 $ 0.34 |
Schedule of option activity | Schedule of option activity Options Outstanding Number of Shares Weighted Average Exercise Price Balance, December 31, 2020 – n/a Issued – n/a Expired/Forfeited – n/a Exercised – n/a Balance, December 31, 2021 – n/a Issued 1,901,668 $ 0.60 Expired/Forfeited ( 31,250 $ 0.60 Exercised – n/a Balance, December 31, 2022 1,870,418 $ 0.60 |
Schedule of options outstanding and exercisable | Schedule of options outstanding and exercisable Issue Date Expiry Date Exercise Price Number of Options Remaining Life May 24, 2022 May 23, 2032 0.60 1,653,750 9.39 June 1, 2022 May 31, 2032 0.60 26,668 9.42 July 15, 2022 July 14, 2032 0.60 150,000 9.54 July 28, 2022 July 27, 2032 0.60 50,000 9.57 0.60 1,870,418 9.41 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | Schedule of income tax expense December 31, Rate Reconciliation 2022 2021 Pre-tax book loss $ (1,032,295 ) $ (107,858 ) Provision at statutory rate (289,000 ) (30,200 ) Change in valuation allowance 289,000 30,200 Total tax expense (benefit) current and deferred $ – $ – |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 1,032,295 | $ 107,858 |
Retained Earnings (Accumulated Deficit) | 31,207,496 | 30,175,201 |
Cash | $ 630,803 | $ 322,427 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash | $ 630,803 | $ 322,427 |
Value Added Tax Receivable | $ 0 | $ 0 |
Property and equipment useful lives | 3 to 10 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 63,559 | $ 63,559 |
Machinery and equipment | 36,493 | 36,493 |
Property and equipment, gross | 100,052 | 100,052 |
Accumulated depreciation | (74,195) | (58,060) |
Property and equipment, net | $ 25,857 | $ 41,992 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 13,459 | $ 15,917 |
Related Party Loans Payable (De
Related Party Loans Payable (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Loans Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Other Liabilities | $ 0 | $ 18,505 |
Stockholders Equity (Details -
Stockholders Equity (Details - Assumptions) - $ / shares | 1 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Equity [Abstract] | ||
Expected dividend yield | 0% | 0% |
Expected stock volatility | 62.97% | 76.33% |
Risk-free interest rate | 4.034% | 2.69% |
Expected life of options (years) | 5 years | 4 years 5 months 19 days |
Expected forfeiture rate | 0% | 0% |
Grant date fair value per option | $ 0.34 | $ 0.36 |
Stockholders Equity (Details _2
Stockholders Equity (Details - Option activity) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Options outstanding | 0 | 0 |
Options issued | 1,901,668 | |
Options expired/forfeited | 31,250 | 0 |
Options exercised | 0 | |
Weighted average exercise price, options issued | $ 0.60 | |
Weighted average exercise price, options expired/forfeited | $ 0.60 | |
Options outstanding | 1,870,418 | 0 |
Weighted average exercise price, options outstanding | $ 0.60 |
Stockholders Equity (Details _3
Stockholders Equity (Details - Options outstanding and exercisable) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Option exercise price | $ 0.60 | ||
Options outstanding | 1,870,418 | 0 | 0 |
Options issued May 24, 2022 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Option issue date | May 24, 2022 | ||
Option expiry date | May 23, 2032 | ||
Option exercise price | $ 0.60 | ||
Options outstanding | 1,653,750 | ||
Remaining life | 9 years 4 months 20 days | ||
Options issued June 1, 2022 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Option issue date | Jun. 01, 2022 | ||
Option expiry date | May 31, 2032 | ||
Option exercise price | $ 0.60 | ||
Options outstanding | 26,668 | ||
Remaining life | 9 years 5 months 1 day | ||
Options Issued July 152022 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Option issue date | Jul. 15, 2022 | ||
Option expiry date | Jul. 14, 2032 | ||
Option exercise price | $ 0.60 | ||
Options outstanding | 150,000 | ||
Remaining life | 9 years 6 months 14 days | ||
Options issued July 28, 2022 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Option issue date | Jul. 28, 2022 | ||
Option expiry date | Jul. 27, 2032 | ||
Option exercise price | $ 0.60 | ||
Options outstanding | 50,000 | ||
Remaining life | 9 years 6 months 25 days | ||
Options Issued 2022 [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Option exercise price | $ 0.60 | ||
Options outstanding | 1,870,418 | ||
Remaining life | 9 years 4 months 28 days |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Jul. 28, 2022 | Jul. 15, 2022 | Jun. 02, 2022 | May 24, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Issued | 13,000,000 | 11,041,667 | ||||||
Common Stock, Shares, Outstanding | 13,000,000 | 11,041,667 | ||||||
Proceeds from Issuance of Common Stock | $ 1,175,000 | $ 25,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,901,668 | |||||||
Share-Based Payment Arrangement, Noncash Expense | $ 334,579 | $ 0 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period | 31,250 | 0 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 334,589 | |||||||
Investors [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 371,735 | 1,586,598 | 41,667 | |||||
Proceeds from Issuance of Common Stock | $ 223,041 | $ 951,960 | $ 25,000 | |||||
Investors [Member] | Stock To Be Issued [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 19,875 | 291,667 | ||||||
Proceeds from Issuance of Common Stock | $ 11,925 | $ 175,000 | ||||||
Investors [Member] | Issued For Cash [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 351,860 | 1,294,931 | ||||||
Proceeds from Issuance of Common Stock | $ 211,116 | $ 776,960 | ||||||
Officers Managers Advisors And Directors [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,675,000 | |||||||
An Advisor [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 26,668 | |||||||
An Officer [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |||||||
Officer And Director [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 |
Income Taxes (Details - Tax exp
Income Taxes (Details - Tax expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax book loss | $ (1,032,295) | $ (107,858) |
Provision at statutory rate | (289,000) | (30,200) |
Change in valuation allowance | 289,000 | 30,200 |
Total tax expense (benefit) current and deferred | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 26,730,000 |