Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 24, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | B4MC GOLD MINES INC | |
Entity Trading Symbol | BFMCD | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 823,546 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,665,485 | |
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 | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 131,758 | $ 0 |
Funds held in trust by attorneys | 63,744 | 25,000 |
Prepaid expenses | 27,500 | 0 |
Total current assets | 223,002 | 25,000 |
Total assets | 223,002 | 25,000 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $27,339 and $3,434 to related parties at June 30, 2015 and December 31, 2014, respectively | 55,229 | 8,666 |
Advances payable to related party, including accrued interest of $34,388 at December 31, 2014 | 0 | 140,297 |
Total current liabilities | $ 55,229 | $ 148,963 |
Commitments and contingencies | ||
Stockholders' equity (deficiency): | ||
Common stock, $0.001 par value; authorized - 750,000,000 shares; issued and outstanding - 5,665,485 shares and 685,961 shares at June 30, 2015 and December 31, 2014, respectively | $ 5,665 | $ 686 |
Additional paid-in capital | 2,657,374 | 2,239,579 |
Accumulated deficit | (2,495,266) | (2,364,228) |
Total stockholders' equity (deficiency) | 167,773 | (123,963) |
Total liabilities and stockholders' equity (deficiency) | $ 223,002 | $ 25,000 |
CONDENSED BALANCE SHEETS PARENT
CONDENSED BALANCE SHEETS PARENTHETICALS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
PARENTHETICALS | ||
Accounts payable accrued expenses | $ 27,339 | $ 3,434 |
Advances payable accrued interest | $ 0 | $ 34,388 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 5,665,485 | 685,961 |
Common Stock, shares outstanding | 5,665,485 | 685,961 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues {1} | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative, including $1,860 and $450 to related parties for the three months ended June 30, 2015 and 2014, respectively, and $3,060 and $992 to related parties for the six months ended June 30, 2015 and 2014, respectively | 35,730 | 450 | 36,930 | 992 |
Total operating expenses | 35,730 | 450 | 36,930 | 992 |
Loss from operations | (35,730) | (450) | (36,930) | (992) |
Interest expense to related party | 0 | (1,589) | (1,589) | (3,178) |
Cost to settle contingent claims, including $50,519 to related parties | (92,519) | 0 | (92,519) | 0 |
Net loss | $ (128,249) | $ (2,039) | $ (131,038) | $ (4,170) |
Net loss per common share - basic and diluted | $ (0.04) | $ (0.05) | $ (0.06) | $ (0.09) |
Weighted average number of common shares outstanding - basic and diluted | 3,421,963 | 44,961 | 2,061,520 | 44,961 |
CONDENSED STATEMENTS OF OPERAT5
CONDENSED STATEMENTS OF OPERATIONS PARENTHETICALS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
STATEMENTS OF OPERATIONS PARENTHETICALS | ||||
General and administrative related parties | $ 1,860 | $ 450 | $ 3,060 | $ 992 |
Cost to settle contingent claims to related parties | $ 0 | $ 0 | $ 50,519 | $ 0 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($) | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficiency) |
Balance at Dec. 31, 2014 | 685,961 | 686 | 2,239,579 | (2,364,228) | (123,963) |
Changes in Stockholders Equity | |||||
Common stock sold in private placement | 4,979,524 | 4,979 | 243,997 | 0 | 248,976 |
Contribution to capital made in connection with the private placement | $ 0 | $ 0 | $ 175,000 | $ 0 | $ 175,000 |
Costs related to private placement | 0 | 0 | (1,202) | 0 | (1,202) |
Net loss | $ 0 | $ 0 | $ 0 | $ (131,038) | $ (131,038) |
Balance at Jun. 30, 2015 | 5,665,485 | 5,665 | 2,657,374 | (2,495,266) | 167,773 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (131,038) | $ (4,170) |
Changes in operating assets and liabilities: | ||
(Increase) decrease in - Prepaid expenses | (27,500) | 0 |
Increase (decrease) in - Accounts payable and accrued expenses | 46,563 | 992 |
Increase (decrease) in - Accrued interest to related party | (34,388) | 3,178 |
Net cash used in operating activities | (146,363) | 0 |
Cash flows from investing activities: | ||
Increase in funds held in trust by attorneys | (38,744) | 0 |
Net cash used in investing activities | (38,744) | 0 |
Cash flows from financing activities: | ||
Proceeds from private placement | 248,976 | 0 |
Capital contributed in connection with private placement | 175,000 | 0 |
Payment of private placement costs | (1,202) | 0 |
Repayment of related party advances | (105,909) | 0 |
Net cash provided by financing activities | 316,865 | 0 |
Cash: | ||
Net increase (decrease) | 131,758 | 0 |
Balance at beginning of period | 0 | 0 |
Balance at end of period | 131,758 | 0 |
Cash paid for - | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation: | |
Basis of Presentation | 1. Basis of Presentation The condensed financial statements of B4MC Gold Mines, Inc., a Nevada corporation (the Company), at June 30, 2015, and for the three months and six months ended June 30, 2015 and 2014, are unaudited. In the opinion of management of the Company, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2015, and the results of its operations for the three months and six months ended June 30, 2015 and 2014, and its cash flows for the six months ended June 30, 2015 and 2014. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The condensed balance sheet at December 31, 2014 has been derived from the Companys audited financial statements at such date. The condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC. On July 15, 2015, the Company an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of its outstanding shares of common stock effective August 21, 2015. All share and per share amounts included in the accompanying financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. The authorized shares of the Companys common stock were not adjusted as a result the reverse stock split. |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Business Operations | |
Organization and Business Operations | 2. Organization and Business Operations Change-in-Control Transaction On May 12, 2015, the Company sold 4,979,524 newly issued shares of its common stock, par value $0.001 per share, to PacificWave Partners Limited, a Gibraltar Company (PacificWave), at a price of $0.05 per share, representing aggregate gross proceeds of $248,976. Of this amount, $225,000 was paid to certain creditors and claimants of the Company in exchange for releases of such outstanding claims, and the remaining $23,976 was placed in escrow and was subject to release pending the fulfillment of certain conditions. Simultaneous with the purchase of the above described shares of common stock, PacificWave purchased from Elwood Shepard, the Company's principal shareholder at the time, 520,476 shares of the Companys outstanding shares of common stock, representing 75.9% of the outstanding shares prior to the issuance of the newly issued shares. The purchase price of such shares was $26,024, which amount was deposited in escrow and will be disbursed in the same manner and under the same conditions as the amount deposited into escrow from the purchase price of the Company's newly issued common shares. At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to the capital of the Company, which was recorded as a credit to additional paid-in capital. At the closing of the transaction on May 12, 2015, PacificWave transferred 1,000,000 of the Companys common shares acquired as described herein to three non-U.S. resident accredited investors at a price of $0.50 per share ($500,000 in aggregate). These funds were the source of the funds used to effectuate the change-in-control transaction. The Company was not a party to any of these transactions. At the closing on May 12, 2015, PacificWave transferred 2,698,334 shares to certain persons and entities providing services in connection with the transaction as follows: (i) 466,667 shares (constituting 8.2% of the outstanding shares) to Allan Kronborg, a citizen of Denmark; (ii) a total of 966,667 shares (constituting 17.1% of the outstanding shares) split among PacificWave Partners Europe sarl, PacificWave Partners UK Europe Ltd., Richway Finance Ltd. and Anarholl Ltd., all of which are entities affiliated with Henrik Oerbekker, a citizen of Denmark; and (iii) a total of 1,265,000 shares (constituting 22.3% of the outstanding shares) to nine non-U.S. resident persons and entities for services rendered with respect to the change-in-control transaction. The Company was not a party to any of these transactions. Effective May 12, 2015, Elwood Shepard, the Companys sole officer and director at that time, resigned, and Bennett J. Yankowitz was appointed as the Companys sole director and as its President, Secretary and Treasurer. In conjunction with the aforementioned transactions with PacificWave, on May 12, 2015, Mr. Yankowitz purchased from PacificWave 800,000 shares of common stock for an aggregate purchase price of $40,000 ($0.05 per share), reflecting approximately 14.1% of the outstanding shares of the Companys common stock at that time. The purchase price was evidenced by a promissory note due May 12, 2019 with interest at 3% per annum and secured by the purchased shares. The Company was not a party to this transaction. Mr. Yankowitz does not have any interest in or contract with Pacific Wave. PacificWave and Mr. Yankowitz did not have any relationship with the Company prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a purchase price of $0.50 per share ($5,000) to an unaffiliated purchaser. At the conclusion of all of these transactions, PacificWave and its Managing Director and sole owner, Henrik Rouf, were the beneficial owners of an aggregate of 1,001,666 shares of the Companys common stock, which constitute 17.7% of the outstanding shares of common stock. Business The Company was organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures. The Company was organized to create a corporate vehicle to seek and acquire a business opportunity. In June 2000, the Company reincorporated under the laws of the State of Nevada. On October 10, 2013, the Company amended its articles of incorporation to change its name to B4MC Gold Mines, Inc. The Company is engaged in efforts to identify an operating company to acquire or merge with through an equity-based exchange transaction that would likely result in a change in control of the Company. As the Companys planned principal operations have not yet commenced, the Company activities are subject to significant risks and uncertainties, including the need to obtain additional financing, as described below. Henrik Rouf is Managing Director of PacificWave and also serves as Assistant Secretary of the Company. While PacificWave does not have a formal contract with the Company, it is expected to continue to provide consulting and investment banking services to the Company, in particular with respect to raising capital for the Company and in identifying and evaluating potential acquisition candidates. PacificWave has indicated that it intends to use the Company as a platform for the acquisition of an operating company, and that it was currently in the process of evaluating potential acquisition target companies in the global environmental remediation and other market sectors. It is anticipated that any such acquisition, when consummated, would involve one or more of the following: (1) the issuance of additional common stock or other equity securities of the Company to the owners of the acquired company, resulting in a change of control; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company; (3) a change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (4) a material change in the present capitalization or dividend policy of the Company; (5) a material change in the present capitalization or dividend policy of the Company; (6) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; or (7) actions similar to any of those enumerated above. Going Concern The Companys condensed financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2015, the Company did not have any business operations. The Company has experienced recurring operating losses and negative operating cash flows, and has financed its recent working capital requirements through the issuance of equity securities, as well as borrowings from related parties. As of June 30, 2015, the Company had working capital of $167,773, primarily as a result of the May 12, 2015 transactions as described herein, and an accumulated deficit of $2,495,266. As a result, management believes that there is substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon the Companys ability to raise additional capital and to ultimately acquire or develop a commercially viable business. The Companys condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Companys effective tax rate is different from the federal statutory rate of 35% due primarily to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. As of December 31, 2014, the Company had federal tax net operating loss carryforwards of approximately $154,000. The federal tax loss carryforwards will begin to expire in 2020, if not previously utilized. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Companys net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will be able to utilize these tax attributes. As of December 31, 2014, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company is currently delinquent with respect to certain of its U.S. federal income tax filings. Stock-Based Compensation The Company has in the past issued grants of common stock, which are measured at the grant date fair value and charged to operations over the vesting period (if any). The Company may in the future issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the grant date. The Company will account for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Companys financial statements on a straight-line basis over the vesting period of the awards. The Company will account for stock-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to outside consultants will be revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they will be valued on each vesting date and an adjustment will be recorded for the difference between the value already recorded and the then current value on the date of vesting. The fair value of stock options granted will be estimated using the Black-Scholes option-pricing model. Earnings Per Share The Companys computation of earnings per share (EPS) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as common shares issuable pursuant to convertible debt, options and/or warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share are the same for all periods presented, as there were no convertible debt, options or warrants outstanding during any of the periods presented. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain comparative figures in 2014 have been reclassified to conform to the current years presentation. These reclassifications were immaterial, both individually and in the aggregate. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Presentation of Financial Statements Going Concern (Subtopic 205-10) In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01), Income Statement Extraordinary and Unusual Items (Subtopic 225-20). In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02), Consolidation (Topic 810). In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03), Interest Imputation of Interest (Subtopic 835-30) In April 2015, the FASB issued Accounting Standards Update No. 2015-05 (ASU 2015-05), Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40). Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Companys financial statement presentation or disclosures |
Rescinded Acquisition of Mining
Rescinded Acquisition of Mining Assets | 6 Months Ended |
Jun. 30, 2015 | |
Rescinded Acquisition of Mining Assets: | |
Rescinded Acquisition of Mining Assets | 4. Rescinded Acquisition of Mining Assets On September 3, 2013, the Company and Avidity Holdings LLC, a Utah limited liability company ("Avidity"), entered into an assignment to acquire six unpatented mining claims in Nye County, Nevada, in consideration of the Companys issuance of 136,208.04 shares of common stock valued at $36,004 ($0.26434 per share). In October 2014, the Company entered into a Rescission of Assignment with Avidity, whereby the mining claims were returned to Avidity in exchange for the return of the shares of the Companys common stock. On September 6, 2013, the Company and its majority shareholder, Elwood Shepard, entered into an Asset Purchase Agreement with Shannon Anderson and Herbert Christopherson (the Sellers), pursuant to which the Company purchased two parcels of real property located in Mineral County, Montana, and several items of mining machinery and equipment from the Sellers in consideration of 1,092,000 shares of common stock valued at $285,480 ($0.26143 per share), and assumed debt of $109,443. On May 22, 2014, a Mutual Rescission Agreement was entered into between the parties, whereby the real property, mining machinery and equipment were returned to the Sellers in exchange for 951,000 of the 1,092,000 shares of the Companys common stock. The 1,092,000 shares of common stock had not been issued through May 22, 2014. The remaining 141,000 shares of common stock, valued at $7,050 ($0.05 per share), were retained by the Sellers as liquidated damages, and were issued on December 31, 2014. In conjunction with this matter, the parties entered into a settlement agreement and mutual release. On September 9, 2013, the Company issued 91,791.96 shares of common stock having a fair value of $24,264 ($0.26434 per share) in exchange for consulting services provided by a third party, and 12,000 shares of common stock having a fair value of $3,172 ($0.26434 per share) in exchange for consulting services provided by an officer of the Company. These shares were returned to the Company and cancelled pursuant to the above described rescissions. In conjunction with this matter, the parties entered into settlement agreements and mutual releases. As all of the above-described stock transactions were subsequently rescinded, they were not recorded on the books of the Company, except for the 141,000 shares of common stock issued to Anderson and Christopherson on December 31, 2014. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | 5. Stockholders Equity The Company has authorized a total of 750,000,000 shares of common stock, par value $0.001 per share. On December 31, 2014, the Companys then sole officer and director purchased 500,000 shares of the Companys common stock for $25,000. On May 12, 2015, the Company sold 4,979,524 newly issued shares of its common stock, par value $0.001 per share, to PacificWave at a price of $0.05 per share, representing aggregate proceeds of $248,976. At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to the capital of the Company, which was recorded as a credit to additional paid-in capital. See Note 4 for a description of additional common stock transactions |
Satisfaction of Amounts Due to
Satisfaction of Amounts Due to Related Parties and Resolution of Contingent Claims | 6 Months Ended |
Jun. 30, 2015 | |
Satisfaction of Amounts Due to Related Parties and Resolution of Contingent Claims: | |
Satisfaction of Amounts Due to Related Parties and Resolution of Contingent Claims | 6. Satisfaction of Amounts Due to Related Parties and Resolution of Contingent Claims As of December 31, 2014, the Company was indebted to a significant vendor, who was consequently deemed to be a related party, for funds advanced in the amount of $140,297, including interest accrued at 6% per annum in the amount of $34,388. The advances, including accrued interest, were due and payable upon demand. This obligation, including accrued interest of $35,977 on May 12, 2015, was paid in cash in connection with the change-in-control transaction described at Note 2. In addition, accounts payable in the amount of $8,071 and a contingent liability of the Company in the amount of $46,543 which arose in conjunction with the change-in-control negotiations, were also satisfied by cash payments on May 12, 2015 in connection with the closing of the change-in-control transaction described at Note 2. An additional contingent liability of $3,976 to the Company's former principal stockholder was also satisfied in connection with the closing of the change-in-control transaction described at Note 2. The Company settled a contingent claim to a non-related party for legal services rendered in connection with the rescinded mining transactions, which also arose in conjunction with the change-in-control negotiations, by a cash payment of $42,000 on May 12, 2015 in connection with the closing of the change-in-control transaction described at Note 2. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies: | |
Commitments and Contingencies Disclosure | 7. Commitments and Contingencies On May 1, 2015, the Company executed a month-to-month lease for office space beginning May 1, 2015 at a cost of $4,200 per month |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | |
Subsequent Events | 8. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these financial statements with the SEC, noting no additional items requiring disclosure |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies: | |
Concentration Risk, Credit Risk, Policy | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company limits its exposure to credit loss by investing its cash with high credit quality financial institutions. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Companys effective tax rate is different from the federal statutory rate of 35% due primarily to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses. As of December 31, 2014, the Company had federal tax net operating loss carryforwards of approximately $154,000. The federal tax loss carryforwards will begin to expire in 2020, if not previously utilized. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Companys net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will be able to utilize these tax attributes. As of December 31, 2014, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company is currently delinquent with respect to certain of its U.S. federal income tax filings. |
Stock-Based Compensation | Stock-Based Compensation The Company has in the past issued grants of common stock, which are measured at the grant date fair value and charged to operations over the vesting period (if any). The Company may in the future issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the grant date. The Company will account for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Companys financial statements on a straight-line basis over the vesting period of the awards. The Company will account for stock-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to outside consultants will be revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they will be valued on each vesting date and an adjustment will be recorded for the difference between the value already recorded and the then current value on the date of vesting. The fair value of stock options granted will be estimated using the Black-Scholes option-pricing model. |
Earnings Per Share | Earnings Per Share The Companys computation of earnings per share (EPS) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (such as common shares issuable pursuant to convertible debt, options and/or warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share are the same for all periods presented, as there were no convertible debt, options or warrants outstanding during any of the periods presented |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Reclassification, Policy | Reclassifications Certain comparative figures in 2014 have been reclassified to conform to the current years presentation. These reclassifications were immaterial, both individually and in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers Revenue from Contracts With Customers (Topic 606): Deferral of the Effective Date In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Presentation of Financial Statements Going Concern (Subtopic 205-10) In January 2015, the FASB issued Accounting Standards Update No. 2015-01 (ASU 2015-01), Income Statement Extraordinary and Unusual Items (Subtopic 225-20). In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02), Consolidation (Topic 810). In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (ASU 2015-03), Interest Imputation of Interest (Subtopic 835-30) In April 2015, the FASB issued Accounting Standards Update No. 2015-05 (ASU 2015-05), Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40). Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Companys financial statement presentation or disclosures. |
Change-in-Control Transaction (
Change-in-Control Transaction (Details) - USD ($) | May. 15, 2015 | May. 12, 2015 |
Change-in-Control Transaction | ||
Company sold newly issued shares of its common stock | 4,979,524 | |
Company sold newly issued shares of its common stock par value | $ 0.001 | |
Company sold newly issued shares of its common stock at a price | $ 0.05 | |
Company sold newly issued shares of its common stock aggregate gross proceeds | $ 248,976 | |
Paid to creditors and claimants | 225,000 | |
Remaining was placed in escrow | $ 23,976 | |
Company's outstanding shares of common stock | 520,476 | |
Company's outstanding shares of common stock in percentage | 75.90% | |
Purchase price of shares | $ 26,024 | |
PacificWave contributed in cash | $ 175,000 | |
PacificWave transferred common shares acquired to three non-U.S. resident accredited investors | 1,000,000 | |
PacificWave transferred common shares acquired to three non-U.S. resident accredited investors per share | $ 0.50 | |
PacificWave transferred common shares acquired to three non-U.S. resident accredited investors value | $ 500,000 | |
PacificWave transferred shares | 2,698,334 | |
Shares to Allan Kronborg, a citizen of Denmark | 466,667 | |
Shares to Allan Kronborg, a citizen of Denmark in percentage | 8.20% | |
Total shares split among PacificWave Partners | 966,667 | |
Total shares split among PacificWave Partners in percentage | 17.10% | |
Total shares to nine non-U.S. resident persons and entities for services | 1,265,000 | |
Total shares to nine non-U.S. resident persons and entities for services in percentage | 22.30% | |
Mr. Yankowitz purchased from PacificWave shares of common stock | 800,000 | |
Mr. Yankowitz purchased from PacificWave shares of common stock per share value | $ 0.05 | |
Mr. Yankowitz purchased from PacificWave shares of common stock value | $ 40,000 | |
Promissory note interest per annum | 3.00% | |
Mr. Yankowitz sold shares | 10,000 | |
Mr. Yankowitz sold shares per share value | $ 0.50 | |
Mr. Yankowitz sold shares value | $ 5,000 | |
Beneficial owners shares of common stock | 1,001,666 | |
Beneficial owners shares of common stock in percentage | 17.70% |
Going Concern (Details)
Going Concern (Details) | Jun. 30, 2015USD ($) |
Going Concern | |
Company had working capital | $ 167,773 |
Accumulated deficit | $ 2,495,266 |
Income Tax (Details)
Income Tax (Details) - Dec. 31, 2014 - USD ($) | Total |
Income Tax | |
Federal statutory rate | 35.00% |
Company had federal tax net operating loss carryforwards | $ 154,000 |
Change in ownership in percentage | 50.00% |
Acquisition of Mining Assets (D
Acquisition of Mining Assets (Details) - USD ($) | Dec. 31, 2014 | May. 22, 2014 | Sep. 09, 2013 | Sep. 06, 2013 | Sep. 03, 2013 |
Acquisition of Mining Assets | |||||
Issuance of shares of common stock | 136,208.04 | ||||
Issuance of shares of common stock per share | $ 0.26434 | ||||
Issuance of shares of common stock value | $ 36,004 | ||||
Mining machinery and equipment from the Sellers in consideration of shares of common stock | 1,092,000 | ||||
Mining machinery and equipment from the Sellers in consideration of shares of common stock per share | $ 0.26143 | ||||
Mining machinery and equipment from the Sellers in consideration of shares of common stock value | $ 109,443 | ||||
Mining machinery and equipment were returned to the Sellers in exchange for 1,092,000 shares of common stock | 951,000 | ||||
Shares of common stock not issued | 1,092,000 | ||||
Remaining shares of common stock | 141,000 | ||||
Remaining shares of common stock per share value | $ 0.05 | ||||
Remaining shares of common stock value | $ 7,050 | ||||
Company issued shares of common stock in exchange for consulting services provided by a third party | 91,791.96 | ||||
Company issued shares of common stock in exchange for consulting services provided by a third party par value | $ 0.26434 | ||||
Company issued shares of common stock fair value in exchange for consulting services provided by a third party | $ 24,264 | ||||
Shares of common stock issued to Anderson and Christopherson | 141,000 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | Jun. 30, 2015 | May. 12, 2015 | Dec. 31, 2014 |
Equity Transactions | |||
Company has authorized total shares of common stock | 750,000,000 | ||
Company has authorized total shares of common stock par value | $ 0.001 | ||
Company's officer and director purchased shares of common stock | 500,000 | ||
Company's officer and director purchased shares of common stock value | $ 25,000 | ||
Company sold newly issued shares of common stock to PacificWave | 4,979,524 | ||
Company sold newly issued shares of common stock to PacificWave par value | $ 0.001 | ||
Company sold newly issued shares of common stock to PacificWave at a price | $ 0.05 | ||
Company sold newly issued shares of common stock to PacificWave value | $ 248,976 | ||
PacificWave contributed in cash to the capital of the Company | $ 175,000 |
Contingent Claims (Details)
Contingent Claims (Details) - USD ($) | May. 12, 2015 | Dec. 31, 2014 |
Contingent Claims | ||
Funds advanced in the amount | $ 140,297 | |
Funds advanced in the amount interest rate | 6.00% | |
Funds advanced interest in the amount | $ 34,388 | |
Obligation including accrued interest was paid in cash | $ 35,977 | |
Additional accounts payable in the amount | 8,071 | |
Contingent liability | 46,543 | |
Additional contingent liabilities | 3,976 | |
Company's former stockholder for legal services | $ 42,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) | May. 01, 2015USD ($) |
Commitments and Contingencies Detail | |
Company lease for office space at a cost per month | $ 4,200 |