Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | B4MC GOLD MINES INC | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | bfmc | |
Amendment Flag | false | |
Entity Central Index Key | 823,546 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,667,104 | |
Entity Public Float | $ 1,646,000 | |
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 | FY |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | ||
Current assets | ||||
Cash | $ 10 | $ 25 | ||
Total current assets | 10 | 25 | ||
Total assets | 10 | 25 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 43 | 9 | ||
Advances payable from and accrued interest to related party | 140 | |||
Total current liabilities | 43 | 149 | ||
Total liabilities | 43 | 149 | ||
Stockholders' equity | ||||
Common stock | 6 | [1] | 1 | [2] |
Additional paid-in capital | 2,657 | 2,239 | ||
Accumulated deficit | (2,696) | (2,364) | ||
Total stockholders' equity | (33) | (124) | ||
Total liabilities and stockholders' equity | $ 10 | $ 25 | ||
[1] | $.001 par value, 750,000,0000 shares authorized; 5,667,104 shares issued and outstanding as of 12/31/2015. | |||
[2] | $.001 par value, 750,000,0000 shares authorized; 685,961 shares issued and outstanding as of 12/31/2014. |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Expenses | ||
General and administrative | $ 238 | $ 9 |
Total expenses | 238 | 9 |
Income (loss) from operations | (238) | (9) |
Other income (expense): | ||
Interest expense | 2 | 6 |
Claim settlement | 92 | |
Total other income (expense) | 94 | 6 |
Income (loss) before provision for taxes | (332) | (15) |
Net income (loss) | $ (332) | $ (15) |
Net income (loss) per common share, basic | $ (0.08) | $ (0.32) |
Net income (loss) per common share, diluted | $ (0.08) | $ (0.32) |
Shares used in computing net income (loss) per common share, basic | 3,928 | 47 |
Shares used in computing net income (loss) per common share, diluted | 3,928 | 47 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity |
Stockholders' equity, beginning of period, Value at Dec. 31, 2013 | $ (143) | $ 2,206 | $ (2,349) | $ (143) | |
Stockholders' equity, beginning of period, Shares at Dec. 31, 2013 | 44,961 | ||||
Common stock issued pursuant to rescission agreement, Value | 7 | 7 | 7 | ||
Common stock issued pursuant to rescission agreement, Shares | 141,000 | ||||
Common stock issued in private placement and settlement, net, Value | 27 | $ 1 | 26 | 27 | |
Common stock issued in private placement and settlement, net, Shares | 500,000,000 | ||||
Net income (loss) | (15) | (15) | (15) | ||
Stockholders' equity, end of period, Value at Dec. 31, 2014 | (124) | $ 1 | 2,239 | (2,364) | (124) |
Stockholders' equity, end of period, Shares at Dec. 31, 2014 | 685,961,000 | ||||
Common stock issued in private placement and settlement, net, Value | 249 | $ 5 | 244 | 249 | |
Common stock issued in private placement and settlement, net, Shares | 4,981,143,000 | ||||
Contribution to capital at Dec. 31, 2015 | 175 | 175 | 175 | ||
Costs related to private placement | (1) | (1) | (1) | ||
Net income (loss) | (332) | (332) | (332) | ||
Stockholders' equity, end of period, Value at Dec. 31, 2015 | $ (33) | $ 6 | $ 2,657 | $ (2,696) | $ (33) |
Stockholders' equity, end of period, Shares at Dec. 31, 2015 | 5,667,104,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net income (loss) | $ (332) | $ (15) |
Adjustments to reconcile net income (loss) to net cash flows used in operating activities: | ||
Common stock issued pursuant to rescission | 7 | |
Changes in assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 34 | 8 |
Net cash flows provided by (used in) operating activities | (298) | |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 249 | 25 |
Contribution of capital | 175 | |
Costs related to private placement | (1) | |
Advances payable from and accrued interest to related party | (140) | |
Net cash flows provided by (used in) financing activities | 283 | 25 |
Net change in cash | (15) | 25 |
Cash at beginning of period | 25 | |
Cash at end of period | $ 10 | $ 25 |
Business Description
Business Description | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Business Description | 1. Business Business We were organized under the laws of the State of Delaware, on April 2, 1987, as BK Ventures. We were organized to create a corporate vehicle to seek and acquire a business opportunity. In June 2000, we reincorporated under the laws of the State of Nevada. In October 2013, we amended our articles of incorporation to change our name to B4MC Gold Mines, Inc. We are 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. As our planned principal operations have not yet commenced, our activities are subject to significant risks and uncertainties, including the need to obtain additional financing, as described below. On July 15, 2015, we filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of the outstanding shares of our common stock effective August 21, 2015. The authorized shares of our common stock were not adjusted as a result the reverse stock split. All shares described below reflect the effect of the one-for-fifty reverse split that was effective on August 21, 2015. Change-in-Control Transaction On May 12, 2015, we sold 4,979,593 newly issued shares of our 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 approximately $249,000. 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 approximate $24,000 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 our common stock, PacificWave purchased from Elwood Shepard, our then principal shareholder, 520,476 shares of our 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 approximately $26,000, 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 our newly issued common shares. In that all conditions were met, all amounts deposited into escrow were disbursed pursuant to the terms of the escrow in July 2015. At the closing of the purchase of the above described shares, PacificWave contributed $175,000 in cash to our capital, 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 our common shares acquired as described herein to three non-U.S. resident accredited investors at a price of $0.50 per share, or $500,000 in the aggregate. These funds were utilized to effectuate the change-in-control transaction. We were 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. Effective September 10, 2015, Anarholl Ltd. gifted 126,667 shares to two unaffiliated purchasers in a private transaction, reducing the number of shares beneficially owned by Mr. Oerbekker to 840,000 shares, constituting 14.8% of the outstanding shares. We were not a party to any of these transactions. Effective May 12, 2015, Elwood Shepard, our then sole officer and director, resigned, and Bennett J. Yankowitz was appointed as our sole director, 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, or $0.05 per share, reflecting approximately 14.1% of our outstanding shares of common stock at that time. We were not a party to this transaction. Mr. Yankowitz did not have any interest in or contract with Pacific Wave. PacificWave and Mr. Yankowitz did not have any relationship with us prior to the aforementioned change-in-control transaction. On May 15, 2015, Mr. Yankowitz sold 10,000 shares at a 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 our common stock, which constituted 17.7% of the outstanding shares of common stock. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Going Concern | 2. Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2015, we did not have any business operations. We have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. As of December 31, 2015, our working capital deficiency was approximately $33,000 and our accumulated deficit was approximately $2,696,000. As a result, management believes that there is substantial doubt about our ability to continue as a going concern. Management is seeking to identify an operating company and engage in a merger or business combination of some kind, or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. We are considering several potential acquisitions and is investigating various candidates to determine whether they would have the potential to add value to us for the benefit of our stockholders. We do not intend to restrict our consideration to any particular business or industry segment, and we may consider, among other businesses, finance, brokerage, insurance, transportation, communications, services, natural resources, manufacturing or technology. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the targets management to have proven its abilities or effectiveness, or the lack of an established market for the targets products or services, or the inability to reach profitability in the next few years. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders. As it is expected that the closing of such a transaction will result in a change in control, such transaction is expected to be accounted for as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Use of Accounting Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management's estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends and management's assessments of the probable future outcome of these matters. Consequently, actual results could differ from such estimates. Cash and Cash Equivalents Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times. We consider all highly-liquid, temporary cash investments with a maturity date of three months or less to be cash equivalent. At December 31, 2015, we had no cash equivalents. 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. Level 2. Level 3. We determine 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, we perform an analysis of the assets and liabilities at each reporting period end. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. Stock-Based Compensation We periodically issue stock options and warrants to officers, directors and consultants for services rendered. Stock options and warrants vest and expire according to terms established at the grant date. We 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 our financial statements on a straight-line basis over the vesting period of the awards. We 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 and warrants granted to outside consultants are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, an option pricing model is utilized to derive an estimated fair value. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In calculating the estimated fair value of our stock options we use the Black-Scholes pricing model, which requires the consideration of the following six variables for purposes of estimating fair value: · · · · · · The fair value of each option granted is estimated on the date of grant using the Black Scholes option pricing model with the following weighted average assumptions: Stock Option Exercise Price and Grant Date Price of Common Stock. Expected Term. Expected Volatility. Expected Dividends. Risk-Free Interest Rate. We were also required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. As of December 31, 2015 and 2014, there were no stock options granted or outstanding. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income that would result from the assumed conversion of potential shares. At December 31, 2015 and 2014 there were no potentially dilutive shares which would have the effect of being antidilutive. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Companys accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. |
Rescinded Acquisition of Mining
Rescinded Acquisition of Mining Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Rescinded Acquisition of Mining Assets | 4. Rescinded Acquisition of Mining Assets On September 3, 2013, we entered into an assignment agreement (the Assignment Agreement) with Avidity Holdings LLC, a Utah limited liability company (Avidity), to acquire six unpatented mining claims in Nye County, Nevada, in consideration of the issuance of approximately 136,208 shares of our common stock valued at approximately $36,000, or approximately $0.26 per share. In October 2014, we 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 our common stock. On September 6, 2013, along with Elwood Shepard, our then majority shareholder, we entered into an Asset Purchase Agreement with Shannon Anderson and Herbert Christopherson (collectively, the Sellers), pursuant to which we purchased from the Sellers two parcels of real property located in Mineral County, Montana, and several items of mining machinery and equipment in consideration of 1,092,000 shares of common stock valued at approximately $285,000, or approximately $0.26 per share, and assumed debt of approximately $109,000. 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 our common stock. The 1,092,000 shares of common stock had not been issued through May 22, 2014. The remaining 141,000 shares of our common stock, valued at approximately $7,000, or approximately $0.05 per share, were retained by the Sellers as liquidated damages, and were issued on December 31, 2014. The parties also entered into a settlement agreement and mutual release in connection with the Mutual Rescission Agreement. During the year ended December 31, 2014, we also received advances from the Sellers of approximately $106,000. As of December 31, 2015 and 2014, advances payable were $0 and approximately $106,000 and were recorded as advances payable to related party in our balance sheet. These funds were due and payable upon demand and accrue interest at 6% per annum. Additionally, we recorded accrued interest in connection with the advance payable of $0 and approximately $34,000 as of December 31, 2015 and 2014, respectively. On September 9, 2013, we issued 12,000 shares of common stock having a fair value of approximately $3,000, or approximately $0.26 per share, in exchange for consulting services to be provided by our officer at the time. These shares were returned to us and cancelled pursuant to the above described Mutual Rescission Agreement. All parties to the Mutual Rescission Agreement also entered into a settlement agreement and mutual release. Given that all of the stock transactions entered into in connection with the Assignment Agreement and Asset Purchase Agreement described above were subsequently rescinded pursuant to the Rescission of Assignment and Mutual Rescission Agreement, the stock transactions were not recorded on our books other than the 141,000 shares of our common stock issued to the Sellers as liquidated damages on December 31, 2014. On September 9, 2013, we issued 91,792 shares of our common stock (the Disputed Shares) having a fair value of approximately $24,000, or $0.26 per share, in exchange for consulting services to be provided by Red Rock Servicing, Inc. (Red Rock). Our previous management determined the contracted services were never performed and demanded the return of the Disputed Shares from Red Rock. We issued stop-transfer instructions to our transfer agent and have excluded the Disputed Shares from the reported total of our outstanding shares. On November 4, 2015, we filed a civil action in the Third District Court, State of Utah (the Court), for a declaratory judgment that the consulting agreement was not valid and enforceable, for rescission of the agreement and the issuance of the shares, and for damages for fraud and negligent misrepresentation. On November 13, 2015 we entered into a Release and Settlement Agreement with Red Rock and its primary shareholder, who agreed to return to us for cancellation a total of 92,242 shares of our common stock and we agreed to issue 2,000 shares of our common stock plus $2,000 to Red Rock. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Related Party Transactions | 5. Related Party Transactions On December 31, 2014, we sold 500,000 shares of our common stock to Mr. Shepard at $0.05 per share for gross proceeds of $25,000. During the year ended December 31, 2014, we also received advances from the Sellers, as defined in Note 4, of approximately $106,000. As of December 31, 2015 and 2014, advances payable were $0 and approximately $106,000 and were recorded as advances payable to related party in our balance sheet. These funds were due and payable upon demand and accrue interest at 6% per annum. Additionally, we recorded accrued interest in connection with the advance payable of $0 and approximately $34,000 as of December 31, 2015 and 2014, respectively. On May 12, 2015, we sold 4,979,593 shares of our common stock to PacificWave Partners Limited (PacificWave) at $0.05 per share for gross cash proceeds of approximately $249,000. In connection with the purchase of these shares from us, PacificWave also provided a $175,000 cash contribution to our capital which was recorded as additional paid-in capital. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Income Taxes | 6. Income Taxes Reconciliation between our effective tax rate and the United States statutory rate is as follows: Years Ended December 31, 2015 2014 Expected federal tax rate (34.0%) (34.0%) Change in valuation allowance 34.0% 34.0% Net loss 0.0% 0.0% Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax basis of the assets and liabilities using the enacted tax rate in effect in the years in which the differences are expected to reverse. A valuation allowance has been recorded against the deferred tax asset as it is more likely than not, based upon our analysis of all available evidence, that the tax benefit of the deferred tax asset will not be realized. Significant components of our deferred tax assets as of December 31, 2015 and 2014 consists of the following approximate amounts: Years Ended December 31, 2015 2014 Net operating loss carryforwards $ 166,000 $ 43,000 Valuation allowance (166,000) (43,000) Net deferred tax assets $ - $ - A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of December 31, 2015, we had federal tax net operating loss carryforwards of approximately $489,000. The federal net operating loss carryforwards will expire at various dates through 2035. The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has not recorded any adjustments according to Tax Act. As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018. Potential 382 Limitation Our net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service. Our ability to utilize our net operating loss (NOL) and alternative minimum tax (AMT) may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and AMT that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined in Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. We have not completed a study to assess whether one or more ownership changes have occurred since we became a loss corporation as defined in Section 382 of the Code, but we believe that it is likely that an ownership change has occurred. If we have experienced an ownership change, utilization of the NOL and AMT would be subject to an annual limitation, which is determined by first multiplying the value of our common stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL and AMT before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit under ASC 740. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding adjustment to the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any potential limitation will have a material impact on our operating results. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Stockholders' Equity | 7. Stockholders Equity Common Stock We have authorized 750,000,000 shares of our common stock, $0.001 par value. On July 15, 2015, we filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of our outstanding shares of common stock effective August 21, 2015. The authorized shares of our common stock were not adjusted as a result the reverse stock split. On September 9, 2013, along with Mr. Elwood Shepard, our former sole officer and director, entered into an Asset Purchase Agreement with several members of a third party (the Sellers) for the purchase of real property, mining machinery and equipment (the Purchased Assets) in consideration of 1,092,000 shares of common stock valued at approximately $285,000, or approximately $0.26 per share, and the assumption of approximately $109,000 of debt. As of May 22, 2014, none of the 1,092,000 shares of our common stock had been issued and we executed a Mutual Rescission Agreement whereby the Sellers took back the Purchased Assets, including the underlying debt, and agreed to rescind any rights to the issuance of 1,092,000 shares of our common stock that was a part of the original consideration. As liquidated damages and inducement to enter into the Mutual Rescission Agreement, we agreed to issue 141,000 shares of our common stock to the Sellers at a fair value of $0.001 per share. These shares were issued on December 31, 2014. On December 31, 2014, we sold 500,000 shares of our common stock to Mr. Shepard at $0.05 per share for gross proceeds of $25,000. On May 12, 2015, we sold 4,979,593 shares of our common stock to PacificWave Partners Limited (PacificWave) at $0.05 per share for gross cash proceeds of approximately $249,000. In connection with the purchase of these shares from us, PacificWave also provided a $175,000 cash contribution to our capital which was recorded as additional paid-in capital. On November 13, 2015 we entered into a Release and Settlement Agreement with Red Rock Servicing, Inc. and its primary shareholder (collectively Red Rock), whereby Red Rock agreed to return to us for cancellation a total of 92,242 shares and we agreed to issue to them 2,000 shares of our common stock. The share sale transactions were completed in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and Rules 504, 505, 506 and 903 thereunder. The shares will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be reoffered or resold in the United States absent such registration or an applicable exemption therefrom, or in a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Legal Proceedings | 8. Legal Proceedings Other than as stated herein, we are not a party to any other legal proceedings, other than ordinary routine litigation incidental to our business, which we believe will not have a material effect on our financial position or results of operations. On September 9, 2013, we issued 91,792 shares of our common stock (the Disputed Shares) having a fair value of approximately $24,000, or $0.26 per share, in exchange for consulting services to be provided by Red Rock Servicing, Inc. (Red Rock). Our previous management determined the contracted services were never performed and demanded the return of the Disputed Shares from Red Rock. We issued stop-transfer instructions to our transfer agent and have excluded the Disputed Shares from the reported total of our outstanding shares. On November 4, 2015, we filed a civil action in the Third District Court, State of Utah (the Court), for a declaratory judgment that the consulting agreement was not valid and enforceable, for rescission of the agreement and the issuance of the shares, and for damages for fraud and negligent misrepresentation. On November 13, 2015 we entered into a Release and Settlement Agreement with Red Rock and its primary shareholder, who agreed to return to us for cancellation a total of 92,242 shares of our common stock and we agreed to issue 2,000 shares of our common stock plus $2,000 to Red Rock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Subsequent Events | 9. Subsequent Events We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and we did not have any material recognizable subsequent events during this period. |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Years Ended December 31, 2015 2014 Expected federal tax rate (34.0%) (34.0%) Change in valuation allowance 34.0% 34.0% Net loss 0.0% 0.0% |
Income Taxes_ Schedule of Defer
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Years Ended December 31, 2015 2014 Net operating loss carryforwards $ 166,000 $ 43,000 Valuation allowance (166,000) (43,000) Net deferred tax assets $ - $ - |