Goldrich Mining (GRMC) 10-Q 22 Jun 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Jun. 11, 2017
Entity Registrant Name	Goldrich Mining Company
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Entity Central Index Key	59,860
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		131,232,809
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	grmc

Goldrich Mining Company Consoli

Goldrich Mining Company Consolidated Balance Sheets (Interim period unaudited) - USD ($)		Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents		$ 37,814	$ 30,080
Prepaid expenses		104,792	80,456
Other receivable			10,999
Total current assets		142,606	121,535
Property, plant, equipment, and mining claims:
Equipment, net of accumulated depreciation		14,848	19,597
Mining properties, claims and royalty option		649,746	649,746
Total property, plant, equipment and mining claims		664,594	669,343
Total assets		807,200	790,878
Current liabilities:
Accounts payable and accrued liabilities		342,731	278,239
Related party payables		342,253	277,890
Notes payable in gold		431,571	412,261
Note payable, net of discount		300,000	297,508
Dividends payable on preferred stock		30,618	30,618
Total current liabilities		1,447,173	1,296,516
Long-term liabilities:
Remediation and asset retirement obligation		374,755	371,540
Total long-term liabilities		374,755	371,540
Total liabilities		1,821,928	1,668,056
Commitments and contingencies	[1]	0	0
Stockholders' deficit:
Preferred stock; no par value, 8,999,450 shares authorized: no shares issued or outstanding		0	0
Convertible preferred stock series A; 5% cumulative dividends, no par value, 1,000,000 shares authorized; 150,000 issued and outstanding, $300,000 liquidation preferences		150,000	150,000
Convertible preferred stock series B; no par value, 300 shares authorized 200 shares issued and outstanding, $200,000 liquidation preference		57,758	57,758
Convertible preferred stock series C; no par value, 250 shares authorized, issued and outstanding, $250,000 liquidation preference		52,588	52,588
Convertible preferred stock series D; no par value, 150 and 150 shares authorized, issued and outstanding, $150,000 liquidation preference		0	0
Convertible preferred stock series E; no par value, 300 and 300 shares authorized, issued and outstanding, $300,000 liquidation preference		10,829	10,829
Convertible preferred stock series F; no par value, 153 and 50 shares authorized, issued and outstanding, $50,000 liquidation preference		0	0
Common stock; $.10 par value, 250,000,000 shares authorized; 131,232,809 issued and outstanding		13,123,281	13,123,281
Additional paid-in capital		13,976,669	13,873,669
Accumulated deficit		(28,385,853)	(28,145,303)
Total stockholders' deficit		(1,014,728)	(877,178)
Total liabilities and stockholders' deficit		$ 807,200	$ 790,878
[1]	Notes 3, 8

Statement of Financial Position

Statement of Financial Position - Parenthetical - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of financial position
Preferred Stock, Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	8,999,950	8,999,950
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Convertible preferred stock series A, no par value, 5% cumulative dividends, shares authorized	1,000,000	1,000,000
Convertible preferred stock series A, shares issued	150,000	150,000
Convertible preferred stock series A, shares outstanding	150,000	150,000
Liquidation preference	$ 300,000	$ 300,000
Convertible preferred stock series B, no par value, shares authorized	300	300
Convertible preferred stock series B, shares issued	200	200
Convertible preferred stock series B, shares outstanding	200	200
Liquidation preference, additional series	$ 200,000	$ 200,000
Convertible preferred stock series C no par value, shares authorized	250	250
Convertible preferred stock series C, shares issued	250	250
Convertible preferred stock series C, shares outstanding	250	250
Liquidation preference, series C	$ 250,000	$ 250,000
Convertible preferred stock series D no par value, shares authorized	150	150
Convertible preferred stock series D, shares issued	150	150
Convertible preferred stock series D, shares outstanding	150	150
Liquidation preference, series D	$ 100,000	$ 100,000
Convertible preferred stock series E no par value, shares authorized	300	300
Convertible preferred stock series E, shares issued	300	300
Convertible preferred stock series E, shares outstanding	300	300
Liquidation preference, series E	$ 100,000	$ 100,000
Convertible preferred stock series F no par value, shares authorized	153	50
Convertible preferred stock series F, shares issued	153	50
Convertible preferred stock series F, shares outstanding	153	50
Liquidation preference, series F	$ 50,000	$ 50,000
Common Stock, Par Value	$ 0.10	$ 0.10
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares Issued	131,232,809	131,232,809
Common Stock, Shares Outstanding	131,232,809	131,232,809

Goldrich Mining CompanyConsolid

Goldrich Mining CompanyConsolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating expenses:
Exploration	$ 15,497	$ 12,989
Depreciation and amortization	4,750	8,628
Management fees and salaries	59,500	53,906
Professional services	4,843	31,341
General and admin	62,079	53,225
Office supplies and other	3,595	1,778
Directors' fees	6,200	10,800
Mineral property maintenance	21,193	20,893
Total operating expenses	177,656	193,560
Other (income) expense:
Change in fair value of notes payable in gold	19,310
Interest expense and finance costs	43,583	29,410
Total other expense	62,893	29,410
Net loss	240,549	222,970
Deemed dividends	52,900
Preferred dividends	1,875	1,896
Net loss available to common stockholders	$ 295,324	$ 224,866
Net loss per common share - basic and diluted	$ 0	$ 0
Weighted average common shares outstanding - basic and diluted	131,232,809	131,232,809

Goldrich Mining CompanyConsoli5

Goldrich Mining CompanyConsolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (240,549)	$ (222,970)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,750	8,628
Change in fair value of notes payable in gold	19,310
Amortization of discount on note payable and notes payable in gold	2,492	5,076
Amortization of deferred financing costs		3,322
Accretion of asset retirement obligation	3,216	3,092
Change in:
Other receivable	10,999
Prepaid expenses	(24,336)	(24,869)
Accounts payable and accrued liabilities	64,491	100,866
Related party payable	64,363	55,991
Net cash used - operating activities	(75,266)	(70,864)
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants, net of offering costs	103,000
Financing fee paid on note payable	(20,000)
Net cash provided - financing activities	83,000
Net (decrease) in cash and cash equivalents	7,734	(70,864)
Cash and cash equivalents, beginning of period	30,080	78,609
Cash and cash equivalents, end of period	37,814	$ 7,745
Non-Cash Investing and Financing Activities:
Beneficial conversion feature on preferred stock	52,900
Warrants issued with preferred stock	$ 50,100

1. Basis of Presentation

1. Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Notes
1. Basis of Presentation:	1. BASIS OF PRESENTATION The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. The Company currently has no historical recurring source of revenue and in 2016 was allocated its first distribution from the joint venture (Note 3). If these distributions increase in future years and the Company profitably executes its business plan, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. The current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Notes
2. Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, the equity method is utilized whereby the Company’s share of the venture’s earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. Goldrich has no significant influence over its joint venture described in Note 3 Joint Venture For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee. Goldrich currently has no joint venture of this nature. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations. Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At March 31, 2017, there were 131,232,809 shares of our common stock issued and outstanding. For the three month periods ended March 31, 2017 and 2016, the effect of the Company’s outstanding preferred shares, options and warrants, totaling 94,263,712 and 81,876,538, respectively, would have been anti-dilutive. Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Reclassifications Certain reclassifications have been made to conform prior year’s data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders’ deficit or cash flows. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, accrued remediation costs, asset retirement obligations, stock based compensation, notes payable in gold and deferred tax assets and related valuation allowances. Actual results could differ from those estimates. Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Company’s common stock issued. The Company’s property and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska. Equipment purchased prior to 2009 is fully depreciated. The Company’s equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When equipment is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations. Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. Exploration Costs Exploration costs are expensed in the period in which they occur. Revenue Recognition Revenue from the sale of gold is recorded net of smelter or refinery treatment and refining charges. Revenue is recognized when persuasive evidence of an arrangement exists, title and risk passes to the buyer, collection is reasonably assured and the price is reasonably determinable. When alluvial gold is placed with the smelter, revenue is recognized and cash is remitted for any ounces of alluvial gold sold to the smelter, converted to ounces of fine gold at an assumed smelting loss percentage. Pricing of the sale is at the market price of gold on the date of sale. The number of gold ounces sold at deposit is limited to a certain percentage of the ounces of alluvial gold deposited, as agreed in each case with the smelter. Ounces not sold are smelted and retained in the Company’s inventory in a secured metals account at the smelter. Subsequent sales of gold from inventory are made at then-current market prices, with smelter treatment and refining charges deducted, and net cash proceeds are remitted to the Company. Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Company’s common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expense for grants that vest immediately are recognized in the period of grant. Remediation The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed. Fair Value Measurements The Company discloses the following information for each class of assets and liabilities that are measured at fair value: 1. The fair value measurement; 2. The level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); 3. For fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: a. total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations; b. the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported; c. purchases, sales, issuances, and settlements (net); and d. transfers into and/or out of Level 3 4. The amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and 5. In annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period. At March 31, 2017 and December 31, 2016, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance March 31, 2017 Balance December 31, 2016 Fair Value Hierarchy level Assets: Cash and cash equivalents $ 37,814 $ 30,080 1 Liabilities Recurring: Notes payable in gold (Note 6) $ (431,571) $ (412,261) 2 Derivatives The Company measures derivative contracts as assets or liabilities based on their fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are recorded in current operating results. None of the Company’s derivative contracts qualify for hedge accounting. The Company does not hold or issue derivative financial instruments for speculative trading purposes.

3. Joint Venture

3. Joint Venture	3 Months Ended
	Mar. 31, 2017
Notes
3. Joint Venture	3. JOINT VENTURE On May 7, 2012, the Company entered into a joint venture with NyacAU, LLC (“NyacAU”), an Alaskan private company, to bring Goldrich’s Chandalar placer gold properties into production as defined in the joint venture agreement. In each case as used herein in reference to the JV, ‘production’ is as defined by the JV agreement. As part of the agreement, Goldrich Placer, LLC (“GP”), a subsidiary of Goldrich and NyacAU (together the “Members”) formed a 50:50 joint venture company, Goldrich NyacAU Placer LLC (“GNP”), to operate the Chandalar placer mines, with NyacAU acting as managing partner. Goldrich has no significant control or influence over the JV, and therefore accounts for its investment using the cost method. Under the terms of the joint venture agreement (the “Agreement”), NyacAU provided funding to the JV. The loans are to be repaid from future production. According to the Agreement, on at least an annual basis, the JV shall allocate and distribute all revenue (whether in cash or as gold) generated from the JV’s placer operation in the following order: 1. Operating Expenses. GNP will first pay all Operating Expenses as defined in the Operating Agreement for placer mining operations at the Claims for the current mining year. Until Commercial Production is achieved, GNP will drawdown or use a line of credit from NyacAU (“LOC1”) to fund payment of the Operating Expenses and repay LOC1 to the extent of the current year's Operating Expenses. 2. Members' Distribution - Ten Percent (10%) Portion. After payment of Operating Expenses, GNP will distribute in kind twenty percent (20%) of the remaining gold produced, equally, ten percent (10%) to NyacAU as a Member of the GNP and ten percent (10%) to Goldrich as a Member of GNP; provided, however, that, for so long as any secondary line of credit from NyacAU to GNP (“LOC2”) or loan from NyacAU to GNP to purchase the Jumbo Basin royalty (“Loan3”) are not paid in full, GNP shall retain one hundred percent (100%) of this distribution to Goldrich and shall apply such funds as payment to reduce the balance of LOC2 and Loan3 until they are paid in full. 3. LOC1 Payments. After payment of Operating Expenses and the Members' distribution, GNP will apply any remaining revenue to reduce the remaining balance of LOC1, if any, until it is paid in full. 4. Reserves. After payment of Operating Expenses, the Members' distribution, and payment of LOC1, the Company may fund Reserves in an amount that is consistent with the annual budget. 5. Member Distributions, LOC2 Payments and Loan3 Recovery. After payment of Operating Expenses, the Members', payment of LOC1 under Section 10.1.3, and funding of any Reserves, from any remaining gold production or revenue, the Company will distribute fifty percent (50%) to NyacAU as a Member of GNP and fifty percent (50%) to Goldrich as a Member of GNP; provided, however, that, for so long as LOC2 or Loan3 are not paid in full, GNP shall retain one hundred percent (100%) of the distribution to Goldrich and shall apply such funds as payment to reduce the balance of LOC2 and Loan3 until they are paid in full. Substantially all required allocations and distributions shall be made no later than October 31st of each year, with any remaining allocations or distributions being completed no later than December 31st of each year, unless otherwise agreed in writing by the Members. At the conclusion of 2016, Goldrich was allocated a distribution of $67,580 under #2 above. The balance of LOC2 at December 31, 2016 was $nil; therefore, the Company elected to have the distribution applied toward Loan3. The Company has challenged certain accounting procedures and methods applied by the JV’s managing partner which, if the Company is successful at mediation or arbitration, may result in a significant increase for the 2016 distribution and revise the computation of this distribution in 2017 and future years. In addition, the GNP must also meet the Minimum Production Requirements as defined by the operating agreement. The Minimum Production Requirement for each year is determined by the price of gold on December 1 in the preceding year. The Minimum Production Requirement for 2016 was 1,100 ounces of fine gold to each Goldrich and NyacAU. The value of this Minimum Production Requirement has been calculated at $1,275,010 using the price of gold at $1,159.10 per ounce at December 31, 2016. However, no receivable has been recorded for this amount due to the potential failure of the JV to meet the Minimum Production Requirements by 2018, which may force the dissolution of the JV and may make the collection of this amount uncertain. The Minimum Production Requirement for 2017 is 1,200 ounces of fine gold. The Minimum Production Requirements for 2016, 2017 and 2018 must be paid in 2018 and, for each year thereafter, the annual Minimum Production Requirements shall be met if GNP distributes an average of a minimum of fifteen hundred (1,500 ounces) per year to each member of GNP over a rolling three-year period, subject to modification based on the price of gold. If the price of gold falls below $1,500 per ounce, the annual Minimum Production Requirement of 1,500 ounces of gold will be reduced one hundred (100) ounces for each one hundred dollars per ounce decrease in the price, to the minimum price of one thousand dollars ($1,000). If the price of gold falls below one thousand dollars ($1,000) per ounce on December 1 in any year, there will be no minimum production required for the next year and such year will be eliminated from the average minimum calculation. If the Minimum Production Requirements are not met, GNP shall be dissolved unless agreed in writing by the members. On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12% of the cash flows Goldrich receives in the future from its interest in GNP (“Distribution Interest”), paid in cash under items #2 and #5 above, to Chandalar Gold, LLC (“CGL”), a non-related entity. Goldrich retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich will effectively receive approximately 44% and CGL will receive 6% (12% of Goldrich’s 50% of GNP = 6%) of any cash distributions produced by GNP. At March 31, 2017, the Company accrued a liability of $8,110 for 12% of the $67,580 distribution made in 2016.

4. Related Party Transactions

4. Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Notes
4. Related Party Transactions	4. RELATED PARTY TRANSACTIONS Beginning in January 2016, the salary of the Company’s Chief Executive Officer (“CEO”) has not been paid. An amount of $127,500 had been accrued at December 31, 2016. An amount of $172,500 has been accrued at March 31, 2017 compared to $37,500 at March 31, 2016. An amount of $35,093 has been accrued for fees due to the Company’s Chief Financial Officer (“CFO”) at December 31, 2016. An amount of $48,255 and $16,917 has been accrued for fees at March 31, 2017 and 2016 respectively. These amounts are included in related party payable. At December 31, 2016, an amount of $115,298 had been accrued for consultants and directors’ fees. At March 31, 2017 and 2016, $121,498 and $98,398, respectively, has been accrued for consultants and directors’ fees and is included in related party payable.

5. Note Payable

5. Note Payable	3 Months Ended
	Mar. 31, 2017
Notes
5. Note Payable	5. NOTE PAYABLE The Company has a three-year unsecured senior note for $300,000 with a private investment firm (“the lender”). The note bears interest at 15%, payable at the end of each quarter. Interest of $11,250 and $11,250 had been paid and expensed during the three month periods ended March 31, 2017 and 2016 respectively. Repayment of all amounts owed under the note is guaranteed by Goldrich Placer LLC, the Company’s wholly owned subsidiary, which in turn owns a 50% interest in Goldrich NyacAU Placer LLC. See Note 3 Joint Venture. The note contains standard default provisions, including failure to pay interest and principal when due. At March 31, 2017, the Company had outstanding total notes payable of $300,000. On January 27, 2017, The Company and lender amended the terms of the note. The note was originally set to mature on January 29, 2017. The amendment granted a 120-day extension on the principal of the loan to May 29, 2017 in exchange for the Company paying an extension fee in the amount of $20,000 to the lender by February 7, 2017. This amount was paid on February 7, 2017. On May 30, 2017, the lender agreed to extend the note to June 12, 2017 for a $5,000 fee. This fee was paid on May 30, 2017. In June 2017, the lender agreed to extend the note to June 30, 2017 for an additional $5,000 fee. This fee has not yet been paid.

6. Notes Payable in Gold

6. Notes Payable in Gold	3 Months Ended
	Mar. 31, 2017
Notes
6. Notes Payable in Gold	6. NOTES PAYABLE IN GOLD During 2013, the Company issued notes in principal amounts totaling $820,000, less a discount of $205,000, for proceeds of $615,000. Under the terms of the notes, the Company agreed to deliver gold to the holders at the lesser of $1,350 per ounce of fine gold or a 25% discount to market price as calculated on the contract date and specify delivery of gold in November 2014. The notes payable in gold contracts initially contained standard terms regarding delivery and receipt of gold and payment of delivery costs. On November 30, 2014 and 2015, the Company renegotiated terms with the holders. A default condition arising from the non-delivery of the gold was alleviated by agreements with the other three note holders to extend the delivery dates of gold with the following significant terms: Ten percent (10%) of the required quantity of gold under the contract, prior to amendment one in 2014, which was originally due on the delivery date of November 30, 2014, was delivered on November 30, 2015. In lieu of gold, the Company could elect to satisfy the delivery of the deliverable required quantity by paying, an amount equal to the deliverable required quantity times the greater of the original purchase price or the index price for the day preceding the date of payment. The Company agreed to pay interest on the value of the delayed delivery required quantity at an annual non-compounding percentage rate of 8% payable quarterly with any remaining interest due and payable on the delivery date. If the delivery date index price on November 30, 2016 is less than the original purchase price, an additional adjusted required amount shall be delivered by December 31, 2016. On November 30, 2016, the Company again renegotiated terms with the holders. A default condition arising from the non-delivery of the gold in 2016 was alleviated by agreements with the three note holders to extend the delivery date of gold to November 30, 2017, with the following terms: Ten percent (10%) of the required quantity of gold under the contract, prior to amendment one in 2014 and amendment two in 2015, which was originally due on the delivery date of November 30, 2014, was delivered on November 30, 2016. In lieu of gold, the Company could elect to satisfy the delivery of the deliverable required quantity by paying, an amount equal to the deliverable required quantity times the greater of the original purchase price or the index price for the day preceding the date of payment. The Company agreed to pay interest on the value of the delayed delivery required quantity at an annual non-compounding percentage rate of 9% payable quarterly with any remaining interest due and payable on the delivery date. If the delivery date index price on November 30, 2017 is less than the original purchase price, an additional adjusted required amount shall be delivered by December 31, 2017. As newly amended, the gold to be delivered will not likely be produced from the Company’s property. In addition, history has shown that the Company may satisfy the debt through cash payment instead of gold ounces for payment. Due to these provisions, the amended contracts are accounted for as derivatives requiring their value to be adjusted to fair value each period end. For the three months ended March 31, 2017, the Company recorded a change in the fair value of $19,310. At March 31, 2017 and December 31, 2016, the Company had outstanding total notes payable in gold of $431,571 and $412,261, respectively, representing 342.788 ounces of fine gold deliverable at November 30, 2017.

7. Stockholders' Equity

7. Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Notes
7. Stockholders' Equity	7. STOCKHOLDERS’ EQUITY Private Placement Offerings - Unit Private Placements Series F Convertible Preferred Stock: On December 30, 2016, February 7, 2017, March 1, 2017 and March 31, 2017, the Company completed an offer and sale of 153 shares of Series F Preferred stock, resulting in net proceeds of $50,000 in 2016 and $103,000 to the Company in the three months ended March 31, 2017. These shares were issued from the designated 10,000,000 share of Preferred Stock, par value as the Board may determine. In connection with the issuance of the Series F Preferred Stock, the Company issued a total of 5,100,000, five-year Class S warrants to purchase shares of the Company’s common stock. The Class S warrants have an exercise price of $0.03 per share of the Company’s common stock and had a relative fair value of $24,138 at December 31, 2016 and $54,138 in the three months ended March 31, 2017, as determined using a Black Scholes model and allocation between the preferred shares and the warrants. Additionally, a beneficial conversion feature of $78,762 was determined to exist, which represented a deemed dividend to the holders of the preferred shares recognizable immediately upon issue due to the ability to convert the shares concurrent with issuance of the preferred shares. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance, resulting in no credit to Convertible preferred stock series F on the Company’s balance sheet. The Company has 153 shares of Series F Convertible Preferred Stock outstanding at March 31, 2017. These shares were issued from the designated 300 shares of Series F Preferred Stock, no par value. Conversion of outstanding shares of Series F Preferred stock would result in dilution of 5,100,000 and nil common shares for the three-month periods ended March 31, 2017 and 2016, respectively. The fair value of the warrants of Series D, E and F, were estimated on the issue dates using the following weighted average assumptions: Preferred Series F F F Issue Date February 7, 2017 March 1, 2017 March 31, 2017 Risk-free interest rate 1.85% 1.99% 1.93% Expected dividend yield 0 0 0 Expected term (in years) 5 5 5 Expected volatility 153.3% 155.4% 157.4%

8. Commitments and Contingencie

8. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Notes
8. Commitments and Contingencies	8. COMMITMENTS AND CONTINGENCIES The Company has 426.5 acres of patented claims and 22,432 acres of non-patented claims. We are subject to annual claims rental fees in order to maintain our non-patented claims. In addition to the annual claims rental fees due November 30 of each year, we are also required to meet annual labor requirements due November 30 of each year. The Company is able to carry forward costs for annual labor that exceed the required yearly totals for four years. Following are the annual claims and labor requirements for 2017 and 2018. November 30, 2018 November 30, 2017 Claims Rental $ 90,670 $ 90,570 Annual Labor 61,100 61,100 Yearly Totals $ 151,770 $ 151,670 The Company has a carryover to 2017 of approximately $22.1 million to satisfy its annual labor requirements. This carryover expires in the years 2017 through 2022 if unneeded to satisfy requirements in those years.

9. Subsequent Events

9. Subsequent Events	3 Months Ended
	Mar. 31, 2017
Notes
9. Subsequent Events	9. SUBSEQUENT EVENTS The Company amended its Note payable to Gold Rich Asia Investment Limited in May of 2017 as disclosed in Note 6. On April 11, 2017, April 25, 2017, and May 30, 2017, the Company received $10,000, $45,000, and $48,000, respectively, in funding from a director of the Company. The terms for this funding have not been finalized.

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies: Accounting For Investments in Joint Ventures (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Accounting For Investments in Joint Ventures	Accounting for Investments in Joint Ventures For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. Under the cost method, these investments are carried at the lower of cost or fair value. For those joint ventures in which there is joint control between the parties and in which the Company has significant influence, the equity method is utilized whereby the Company’s share of the venture’s earnings and losses is included in the statement of operations as earnings in joint ventures and its investments therein are adjusted by a similar amount. Goldrich has no significant influence over its joint venture described in Note 3 Joint Venture For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of a non-controlling interest. In determining whether significant influence exists, the Company considers its participation in policy-making decisions and its representation on the venture’s management committee. Goldrich currently has no joint venture of this nature. The Company periodically assesses its investments in joint ventures for impairment. If management determines that a decline in fair value is other than temporary it will write-down the investment and charge the impairment against operations.

2. Summary of Significant Acc16

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Earnings (loss) Per Common Share	Earnings (Loss) Per Share We are authorized to issue 250,000,000 shares of common stock, $0.10 par value per share. At March 31, 2017, there were 131,232,809 shares of our common stock issued and outstanding. For the three month periods ended March 31, 2017 and 2016, the effect of the Company’s outstanding preferred shares, options and warrants, totaling 94,263,712 and 81,876,538, respectively, would have been anti-dilutive.

2. Summary of Significant Acc17

2. Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Cash and Cash Equivalents, Policy	Cash and Cash Equivalents For the purposes of the statement of cash flows, we consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

2. Summary of Significant Acc18

2. Summary of Significant Accounting Policies: Reclassifications (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Reclassifications	Reclassifications Certain reclassifications have been made to conform prior year’s data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders’ deficit or cash flows.

2. Summary of Significant Acc19

2. Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Use of Estimates, Policy	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, accrued remediation costs, asset retirement obligations, stock based compensation, notes payable in gold and deferred tax assets and related valuation allowances. Actual results could differ from those estimates.

2. Summary of Significant Acc20

2. Summary of Significant Accounting Policies: Plant, Equipment, and Accumulated Depreciation (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Plant, Equipment, and Accumulated Depreciation	Equipment, and Accumulated Depreciation Property and equipment are stated at cost, which is determined by cash paid or fair value of the shares of the Company’s common stock issued. The Company’s property and equipment are located on the Company’s unpatented state mining claims located in the Chandalar mining district of Alaska. Equipment purchased prior to 2009 is fully depreciated. The Company’s equipment is located at the Chandalar property in Alaska, with a small amount of office equipment located at Company offices in Spokane, Washington. Assets are depreciated on a straight-line basis. Improvements which significantly increase an asset’s value or significantly extend its useful life are capitalized and depreciated over the asset’s remaining useful life. When equipment is sold at a price either higher or lower than its carrying amount, or undepreciated cost at the date of disposal, the difference between the sale proceeds over the carrying amount is recognized as gain, while a loss is recognized when the carrying amount exceeds the sale proceeds. The gain or loss is recognized in the Consolidated Statements of Operations.

2. Summary of Significant Acc21

2. Summary of Significant Accounting Policies: Mining Properties and Claims (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Mining Properties and Claims	Mining Properties, Claims, and Royalty Option The Company capitalizes costs for acquiring mineral properties, claims and royalty option and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

2. Summary of Significant Acc22

2. Summary of Significant Accounting Policies: Exploration Costs (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Exploration Costs	Exploration Costs Exploration costs are expensed in the period in which they occur.

2. Summary of Significant Acc23

2. Summary of Significant Accounting Policies: Revenue Recognition (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Revenue Recognition	Revenue Recognition Revenue from the sale of gold is recorded net of smelter or refinery treatment and refining charges. Revenue is recognized when persuasive evidence of an arrangement exists, title and risk passes to the buyer, collection is reasonably assured and the price is reasonably determinable. When alluvial gold is placed with the smelter, revenue is recognized and cash is remitted for any ounces of alluvial gold sold to the smelter, converted to ounces of fine gold at an assumed smelting loss percentage. Pricing of the sale is at the market price of gold on the date of sale. The number of gold ounces sold at deposit is limited to a certain percentage of the ounces of alluvial gold deposited, as agreed in each case with the smelter. Ounces not sold are smelted and retained in the Company’s inventory in a secured metals account at the smelter. Subsequent sales of gold from inventory are made at then-current market prices, with smelter treatment and refining charges deducted, and net cash proceeds are remitted to the Company.

2. Summary of Significant Acc24

2. Summary of Significant Accounting Policies: Stock-based Compensation (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Stock-based Compensation	Stock-Based Compensation The Company periodically issues common shares or options to purchase shares of the Company’s common shares to its officers, directors or other parties. These issuances are recorded at fair value. The Company uses a Black Scholes valuation model for determining fair value of options to purchase shares, and compensation expense is recognized ratably over the vesting periods on a straight line basis. Compensation expense for grants that vest immediately are recognized in the period of grant.

2. Summary of Significant Acc25

2. Summary of Significant Accounting Policies: Remediation (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Remediation	Remediation The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the long lived asset using a units of production method. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed.

2. Summary of Significant Acc26

2. Summary of Significant Accounting Policies: Fair Value Measurements (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Fair Value Measurements	Fair Value Measurements The Company discloses the following information for each class of assets and liabilities that are measured at fair value: 1. The fair value measurement; 2. The level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); 3. For fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: a. total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations; b. the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported; c. purchases, sales, issuances, and settlements (net); and d. transfers into and/or out of Level 3 4. The amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and 5. In annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period. At March 31, 2017 and December 31, 2016, the Company determined fair value on a recurring basis and non-recurring basis as follows: Balance March 31, 2017 Balance December 31, 2016 Fair Value Hierarchy level Assets: Cash and cash equivalents $ 37,814 $ 30,080 1 Liabilities Recurring: Notes payable in gold (Note 6) $ (431,571) $ (412,261) 2

2. Summary of Significant Acc27

2. Summary of Significant Accounting Policies: Derivatives (Policies)	3 Months Ended
	Mar. 31, 2017
Policies
Derivatives	Derivatives The Company measures derivative contracts as assets or liabilities based on their fair value. Gains or losses resulting from changes in the fair value of derivatives in each period are recorded in current operating results. None of the Company’s derivative contracts qualify for hedge accounting. The Company does not hold or issue derivative financial instruments for speculative trading purposes.

2. Summary of Significant Acc28

2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	3 Months Ended
	Mar. 31, 2017
Tables/Schedules
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Balance March 31, 2017 Balance December 31, 2016 Fair Value Hierarchy level Assets: Cash and cash equivalents $ 37,814 $ 30,080 1 Liabilities Recurring: Notes payable in gold (Note 6) $ (431,571) $ (412,261) 2

7. Stockholders' Equity_ Fair V

7. Stockholders' Equity: Fair Value of Warrants Series D, E and F Preferred Stock (Tables)	3 Months Ended
	Mar. 31, 2017
Tables/Schedules
Fair Value of Warrants Series D, E and F Preferred Stock	Preferred Series F F F Issue Date February 7, 2017 March 1, 2017 March 31, 2017 Risk-free interest rate 1.85% 1.99% 1.93% Expected dividend yield 0 0 0 Expected term (in years) 5 5 5 Expected volatility 153.3% 155.4% 157.4%

8. Commitments and Contingenc30

8. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Tables)	3 Months Ended
	Mar. 31, 2017
Tables/Schedules
Patented and nonpatented claims, annual costs	November 30, 2018 November 30, 2017 Claims Rental $ 90,670 $ 90,570 Annual Labor 61,100 61,100 Yearly Totals $ 151,770 $ 151,670

1. Basis of Presentation (Detai

1. Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2017
Details
Substantial Doubt about Going Concern	Going Concern The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds. The Company currently has no historical recurring source of revenue and in 2016 was allocated its first distribution from the joint venture (Note 3). If these distributions increase in future years and the Company profitably executes its business plan, its ability to continue as a going concern may improve and become less dependent on the Company’s ability to raise capital to fund its future exploration and working capital requirements. The Company’s plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company’s future operations through sales of its common stock and/or debt. The current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

2. Summary of Significant Acc32

2. Summary of Significant Accounting Policies: Earnings (loss) Per Common Share (Details) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Details
Common Stock, Shares Authorized	250,000,000		250,000,000
Common Stock, Par Value	$ 0.10		$ 0.10
Common Stock, Shares Outstanding	131,232,809		131,232,809
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	94,263,712	81,876,538

2. Summary of Significant Acc33

2. Summary of Significant Accounting Policies: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Details
Cash and cash equivalents	$ 37,814	$ 30,080	$ 7,745	$ 78,609
Notes payable in gold	$ (431,571)	$ (412,261)

3. Joint Venture (Details)

3. Joint Venture (Details)	3 Months Ended
	Mar. 31, 2017
ProceedsFromSaleOfCashFlowPercentageMember
Other Significant Noncash Transaction, Description	On June 23, 2015, the Company raised net proceeds of $1.1 million through the sale of 12% of the cash flows Goldrich receives in the future from its interest in GNP (“Distribution Interest”), paid in cash under items #2 and #5 above, to Chandalar Gold, LLC (“CGL”), a non-related entity. Goldrich retained its ownership of its 50% interest in GNP but, after the transaction, subject to the terms of the GNP operating agreement, Goldrich will effectively receive approximately 44% and CGL will receive 6% (12% of Goldrich’s 50% of GNP = 6%) of any cash distributions produced by GNP. At March 31, 2017, the Company accrued a liability of $8,110 for 12% of the $67,580 distribution made in 2016.

4. Related Party Transactions (

4. Related Party Transactions (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Consultant and director fees				$ 121,498	$ 98,398	$ 115,298
CEO
Related Party Transaction, Amounts of Transaction	$ 172,500	$ 127,500	$ 37,500
CFO
Related Party Transaction, Amounts of Transaction	$ 48,255	$ 35,093	$ 16,917

5. Note Payable (Details)

5. Note Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Jun. 30, 2017	May 30, 2017	Feb. 07, 2017
Details
Unsecured Debt	$ 300,000
Interest Paid	11,250	$ 11,250
Notes Payable	$ 300,000
Note extension fee paid				$ 5,000	$ 20,000
Note extension fee owed			$ 5,000

6. Notes Payable in Gold (Detai

6. Notes Payable in Gold (Details)	Nov. 30, 2017	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Details
Notes payable in gold		$ 431,571	$ 412,261
Gold Deliverable	342.788

7. Stockholders' Equity (Detail

7. Stockholders' Equity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Convertible preferred stock series F, shares issued	153	50
Beneficial conversion feature on preferred stock	$ 52,900
Convertible preferred stock series F, shares issued	153	50
Series F Convertible Preferred Stock
Proceeds from Issuance of Convertible Preferred Stock	$ 103,000	$ 50,000
Class S warrants issued	5,100,000
Class S warrants exercise price	$ 0.03
Class S warrants relative fair value	$ 54,138	$ 24,138
Beneficial conversion feature on preferred stock	$ 78,762

7. Stockholders' Equity_ Fair39

7. Stockholders' Equity: Fair Value of Warrants Series D, E and F Preferred Stock (Details)	Mar. 31, 2017	Mar. 01, 2017	Feb. 07, 2017
Details
Fair Value Assumptions, Risk Free Interest Rate	1.93%	1.99%	1.85%
Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%	0.00%
Fair Value Assumptions, Expected Term	5 years	5 years	5 years
Fair Value Assumptions, Expected Volatility Rate	157.40%	155.40%	153.30%

8. Commitments and Contingenc40

8. Commitments and Contingencies: Patented and nonpatented claims, annual costs (Details) - USD ($)	Nov. 30, 2018	Nov. 30, 2017
Details
Claims rental	$ 90,670	$ 90,570
Annual labor requirement	61,100	61,100
Non-patented claims expense	$ 151,770	$ 151,670

9. Subsequent Events (Details)

9. Subsequent Events (Details)	3 Months Ended
	Mar. 31, 2017
Amended Note Payable
Subsequent Event, Description	The Company amended its Note payable to Gold Rich Asia Investment Limited in May of 2017 as disclosed in Note 6.
Funding from related party
Subsequent Event, Description	On April 11, 2017, April 25, 2017, and May 30, 2017, the Company received $10,000, $45,000, and $48,000, respectively, in funding from a director of the Company. The terms for this funding have not been finalized.