Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | Aug. 17, 2020 | |
Text Block [Abstract] | ||
Registrant Name | SANTA FE GOLD CORPORATION | |
Registrant CIK | 0000851726 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2019 | |
Fiscal Year End | --06-30 | |
Tax Identification Number (TIN) | 84-1094315 | |
Number of common stock shares outstanding | 422,670,880 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-12974 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3544 Rio Grande Blvd. | |
Entity Address, Address Line Two | NW | |
Entity Address, City or Town | Albuquerque | |
Entity Address, State or Province | NM | |
Entity Address, Postal Zip Code | 87107 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 37,977 | $ 18,897 |
Prepaid expenses and other current assets | 13,688 | 11,680 |
Total Current Assets | 51,665 | 30,577 |
OTHER ASSETS: | ||
Mineral properties | 3,015,000 | 2,500,000 |
Deposit on mineral leases | 260,116 | 210,116 |
Investment in joint venture | 0 | 25,000 |
Total Assets | 3,326,781 | 2,765,693 |
CURRENT LIABILITIES: | ||
Accounts payable | 3,139,464 | 3,061,976 |
Accrued liabilities | 7,453,870 | 6,906,930 |
Subscribed capital | 0 | 2,772,191 |
Notes payable and accrued interest to related party | 52,224 | 0 |
Notes payable | 2,383,635 | 2,326,407 |
Completion guarantee payable | 3,359,873 | 3,359,873 |
Total Current Liabilities | 16,389,066 | 18,427,377 |
LONG TERM LIABILTY: | ||
Shares subject to mandatory redemption by related party | 1,638,000 | |
Total Liabilities | 16,389,066 | 20,065,377 |
STOCKHOLDERS' DEFICIT: | ||
Common stock, $.002 par value, 550,000,000 and 300,000,000 shares authorized March 31, 2019 and June 30, 2018, respectively; 362,380,929 and 300,000,000 shares issued and outstanding March 31, 2019 and June 30, 2018, respectively | 724,762 | 600,000 |
Additional paid in capital | 90,915,117 | 84,113,690 |
Accumulated deficit | (104,702,164) | (102,013,374) |
Total Stockholders' Deficit | (13,062,285) | (17,299,684) |
Total Liabilities and Stockholders' Deficit | $ 3,326,781 | $ 2,765,693 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Jun. 30, 2018 |
Text Block [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.002 | $ 0.002 |
Common Stock, Shares Authorized | 550,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 362,380,929 | 300,000,000 |
Common Stock, Shares, Outstanding | 362,380,929 | 300,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES: | ||||
Exploration and mine related costs | 32,718 | 3,317 | 40,407 | 37,914 |
General and administrative | 1,835,213 | 253,184 | 2,354,003 | 1,213,839 |
Total Operating Costs and Expenses | 1,867,931 | 256,501 | 2,394,410 | 1,251,753 |
LOSS FROM OPERATIONS | (1,867,931) | (256,501) | (2,394,410) | (1,251,753) |
OTHER INCOME (EXPENSE): | ||||
Miscellaneous income | 0 | 0 | 637 | 0 |
Gain on debt extinguishment | 0 | 0 | 112,625 | 0 |
(Misappropriation) recovery of funds | 0 | (172,891) | 378,060 | (226,099) |
Financing costs - commodity supply agreements | (60,830) | (121,844) | (166,725) | (302,664) |
Interest on mandatory redemption shares by related party | (127,800) | 1,080,000 | (127,800) | (397,800) |
Interest expense | (161,583) | (164,556) | (491,177) | (508,764) |
Total Other Income (Expense) | (350,213) | 620,709 | (294,380) | (1,435,327) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (2,218,144) | 364,208 | (2,688,790) | (2,687,080) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS AND COMPREHENSIVE LOSS | $ (2,218,144) | $ 364,208 | $ (2,688,790) | $ (2,687,080) |
Basic and Diluted Per Share Data: | ||||
Net (Loss) Per Share - Basic | $ .00 | $ .00 | $ 0 | $ (0.01) |
Net (Loss) Per Share - Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted-average number of shares used in per share calculation - Common Stock: | ||||
Basic | 350,212,711 | 300,000,000 | 316,493,226 | 297,821,540 |
Diluted | 350,212,711 | 300,075,000 | 316,493,226 | 297,821,540 |
CONSOLIDATED STATEMENTS IN STO
CONSOLIDATED STATEMENTS IN STOCKHOLDERS’ DEFICIT (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jun. 30, 2017 | $ 591,204 | $ 83,955,637 | $ (99,416,640) | $ (14,869,799) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2017 | 295,601,634 | |||
Sale of common stock | $ 8,796 | 20,870 | 29,666 | |
Sale of common stock, Shares | 4,398,366 | |||
Net income (loss) | (852,875) | (852,875) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2017 | $ 600,000 | 83,976,507 | (100,269,515) | (15,693,008) |
Shares, Outstanding, Ending Balance at Sep. 30, 2017 | 300,000,000 | |||
Value of warrants issued | 12,983 | 12,983 | ||
Net income (loss) | (2,198,413) | (2,198,413) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2017 | $ 600,000 | 83,989,490 | (102,467,928) | (17,878,438) |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 300,000,000 | |||
Net income (loss) | 364,208 | 364,208 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2018 | $ 600,000 | 83,989,490 | (102,103,720) | (17,514,230) |
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 300,000,000 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jun. 30, 2018 | $ 600,000 | 84,113,690 | (102,013,374) | (17,299,684) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2018 | 300,000,000 | |||
Change in loan shares evaluation | 342,000 | 342,000 | ||
Net income (loss) | 146,292 | 146,292 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2018 | $ 600,000 | 84,455,690 | (101,867,082) | (16,811,392) |
Shares, Outstanding, Ending Balance at Sep. 30, 2018 | 300,000,000 | |||
Valuation change in loaned shares | (126,000) | (126,000) | ||
Net income (loss) | (616,938) | (616,938) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2018 | $ 600,000 | 84,329,690 | (102,484,020) | (17,554,330) |
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 300,000,000 | |||
Issuance of subscribed shares | $ 79,537 | 3,210,454 | 3,289,991 | |
Issuance of subscribed shares, Shares | 39,768,462 | |||
Issuance of shares sold | $ 6,867 | 251,133 | 258,000 | |
Issuance of shares sold, shares | 3,433,333 | |||
Consulting shares issued | $ 2,358 | 112,055 | 114,413 | |
Consulting shares issued, shares | 1,179,134 | |||
Reissuance of shares loaned by related party | $ 36,000 | 1,854,000 | 1,890,000 | |
Reissuance of shares loaned by related party, shares | 18,000,000 | |||
Valuation change in loaned shares | (340,200) | (340,200) | ||
Warrants issued | 1,497,985 | 1,497,985 | ||
Net income (loss) | (2,218,144) | (2,218,144) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2019 | $ 724,762 | $ 90,915,117 | $ (104,702,164) | $ (13,062,285) |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 362,380,929 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,688,790) | $ (2,687,080) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 132,213 | 196,000 |
Costs associated issued warrants | 1,497,985 | 12,983 |
Non-cash interest on mandatory redemption shares by related party | 127,800 | 397,800 |
Gain on debt extinguishment | (112,625) | 0 |
Non-cash financing costs - commodity supply agreements | 166,725 | 302,664 |
Net change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,008) | (11,821) |
Accounts payable and accrued liabilities | 558,568 | 201,641 |
Net Cash Used in Operating Activities | (320,132) | (1,587,813) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payment on mineral property acquisition | (515,000) | (2,500,000) |
Payments on mineral leases | (50,000) | (210,116) |
Refund (deposit) in joint venture | 25,000 | (25,000) |
Net cash used in investing activities | (540,000) | (2,735,116) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock purchases | 758,000 | 895,933 |
Proceeds from exercise of warrants | 0 | 895,933 |
Proceeds from stock subscriptions not issued | 0 | 2,275,073 |
Loan proceeds from note payable | 239,750 | 0 |
Loan proceeds from related parties | 51,462 | 0 |
Payment on notes payable | (170,000) | (25,000) |
Net Cash Provided by Financing Activities | 879,212 | 4,041,939 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 19,080 | (280,990) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 18,897 | 392,375 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 37,977 | 111,385 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock loaned and cancelled from related party | 0 | 36,000 |
Reissuance of common stock loaned from related party | $ 1,890,000 | $ 0 |
NOTE 1 - COMPANY AND NATURE OF
NOTE 1 - COMPANY AND NATURE OF OPERATIONS | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 1 - COMPANY AND NATURE OF OPERATIONS | NOTE 1 – COMPANY AND NATURE OF OPERATIONS Santa Fe Gold Corporation, a Delaware corporation (the "Santa Fe”, "Company", “our” or “we”) is a U.S. copper, silver and gold exploration and mining company. The accompanying unaudited financial statements and related notes present the Company’s consolidated financial position as of March 31, 2019 and June 30, 2018 (Audited), the consolidated results of operations for the three and nine months ended March 31, 2019 and 2018, and consolidated cash flows for the nine months ended March, 2019 and 2018. The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. 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 management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019. The accounting policies followed by the Company are set forth in Note 2 to the Company’s financial statements included in Form 10-K for the fiscal year ended June 30, 2019. These interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements presented in the Company’s 2019 Annual Report on Form 10-K filed on July 15, 2020. Nature of Operations Santa Fe Gold Corporation is a U.S. mining company incorporated in Delaware in August 1991. Our general business strategy is to acquire, explore, develop and mine mineral properties. The Company elected on August 26, 2015, to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and that case was dismissed on June 15, 2016. Upon the Company emerging from the bankruptcy with a management team of two and no assets, we developed a business plan to raise equity funds to acquire new mining claims, a potential processing plant or arrangements with a processing plant in an acceptable geographic location to potential new mining claims. On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for a cash purchase price in the aggregate amount of $3,000,000, and paid with installments stated in the Bullard’s Peak Agreement. On January 4, 2019, the Company has entered into a purchase agreement with a mining operator to purchase two properties in western New Mexico, the Billali Mine and the Jim Crow Imperial Mine. The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. The Company has recorded a loss of $2,688,790 for the nine months ended March 31, 2019, and has a total accumulated deficit of $104,702,164 and a working capital deficit at March 31. 2019 of $16,337,401. The Company currently has no source of generating revenue. On August 26, 2015, Santa Fe filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) in Delaware. With the dismissal of our bankruptcy case in June 15, 2016, all assets of the Company were sold. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. To continue as a going concern, the Company is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has acquired new mining claims and an acceptable source to process the mineralized ore to generate revenue. We have no commitment from any party to provide additional working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company. At March 31, 2019, the Company was in defaults on payments of approximately $7.87 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”), other notes payable principle aggregating approximating $2.38 million, accrued liabilities of approximately $2.94 million and accounts payable approximating $3.05 million. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries AZCO Mica, Inc., a Delaware corporation, The Lordsburg Mining Company, a New Mexico corporation, and Santa Fe Gold Barbados Corporation, a Barbados corporation, Santa Fe Acquisitions Company, a New Mexico Limited Liability Company and Minerals Acquisitions, LLC, a New Mexico Limited Liability Company. All significant inter-company accounts and transactions have been eliminated in consolidation. On July 19, 2016, a new company was formed, Santa Fe Acquisition LLC (“SFA”) with Tom Laws, our CEO, as the signer, for the sole purpose of acquiring assets for Santa Fe Gold (“SFG”). On September 25, 2017, with an effective date of July 23, 2016, the CEO assigned ownership of SFA to Santa Fe Gold whereby SFG became to sole member of SFA resulting in SFA becoming a wholly owned subsidiary of SFG. All major purchases were made through the SFA Company for the benefit of SFG, with the funding provided by SFG. Estimates The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant estimates are used when accounting for the Company's carrying value of mineral properties, fixed assets, depreciation and amortization, accruals, derivative instrument liabilities, taxes and contingencies, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements. Fair Value Measurements The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of March 31, 2019 and June 30, 2017, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the short-term nature of these instruments. Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash balances. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized as a one-day derivative loss, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company has no financial derivative instruments in the current reporting periods. Net Income (Loss) Per Share Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the three months ended March 31, 2019 and the nine months ended March 31, 2019 and 2018, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive. A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computation is as follows: Net Income (Numerator) Weighted Average Common Shares ( Denominator) Per Share Amount For the three months ended March 31, 2018 Basic EPS Income available to common stockholders $ 364,208 300,000,000 $ 0.00 Diluted EPS Dilutive shares from options and warrants — 75,000 Income available to common stockholders plus assumed conversions $ 364,208 300,075,000 $ 0.00 Stock-Based Compensation In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vest over a period of six months to a year. The Company accounts for share-based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had stock-based compensation of $132,213 for the nine months ending March 31, 2019, and $196,000 for the nine months ended March 31, 2018. Accounting Standards to be Adopted in Future Periods In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (Topic 606 (ASU 2014-09) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In February 2016, the FASB issued ASU “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company has not adopted Topic 842 as of the filing of this 10-Q and at this time In November 2016, the FASB has issued ASU No. 2016-18 , Statement of Cash Flows (Topic 230) In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017. The new standard was adopted by the Company in the quarter ended September 30, 2018, and the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business or on its financial position, results of operations or cash flows. In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted. The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. |
NOTE 3 - DEPOSIT ON MINERAL PRO
NOTE 3 - DEPOSIT ON MINERAL PROPERTY | 9 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 3 - DEPOSIT ON MINERAL PROPERTY | Note 3 – Acquisition of Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for an initial cash purchase price of $3,000,000, to be paid with installments stated in the Bullard’s Peak Agreement. Title to the claims and capital stock will be transferred upon receipt by seller of the full purchase price. Additional installments were made as follows through the end of the current reporting period towards the purchase price: - August 30, 2017, the Company delivered $900,000; - September 8, 2017, the Company delivered $500,000; - October 13, 2017, the Company delivered $500,000; - January 2, 2018, the Company delivered $500,000; - October 15, 2018, the Company delivered $100,000; - October 31, 2018, the Company delivered $100,000; - November 30, 2018, the Company delivered $100,000 - January 2 2019, the Company delivered $65,000 - February 1, 2019, the Company delivered $50,000 - February 28, 2019 Company delivered $100,000 Purchase of four placer claims in British Columbia, Canada On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of Can$400,000 and the issuance of 10,000,000 shares of Company common stock. Title to these claims remained in trust with the sellers until payment in full. To date, the Company has paid to the sellers’ consideration of US$210,116. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action. The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied. As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the US$210,116. The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018). Billali Mine and the Jim Crow Imperial Mine Mineral Interest In January 2019 the Company has acquired rights to two properties in western New Mexico, consisting of eight (8) patented claims and two unpatented claims, all located in the Steeple Rock Mining District, Grant County, New Mexico and a related water rights lease agreement. The Company entered into a purchase agreement with a mining operator in January 2019 to purchase two properties in western New Mexico, the Billali Mine, and the Jim Crow Imperial Mine. The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine, with aggregate consideration for both definitive agreements payable as follows per Amendment Three that is effective as of May 1, 2020: * $500,000 paid to date as of the filing date; * buyer to pay $50,000 monthly commencing July 1, 2020, and continuing for the next subsequent 19 months; * commencing 30 days after the last payment above, and continuing for the for an additional 48 subsequent payments, buyer to make each 30 days a payment in the amount of $175,000; * after the final payment above and 30 days thereafter, the buyer will make the final payment of $100,000 completing the purchase. * each payment made hereunder will be allocated twenty-five per cent (25%) to the Billali and seventy-five percent (75%) to the Jim Crow, Imperial. The Agreement has a 5% net smelter return (NSR) royalty on the nine patented Lode Claims with a royalty limit up to $650,000, and a 3% NSR thereafter. Title and all rights and interest in the properties will be conveyed under the agreements upon completion of the payments of the purchase prices of the properties. |
NOTE 4 - ACCRUED LIABILITIES
NOTE 4 - ACCRUED LIABILITIES | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 4 - ACCRUED LIABILITIES | Note 4 – Accrued liabilities consist of the following at March 31, 2019 and June 30, 2018: March 31, June 30, 2019 2018 Interest $ 3,421,988 $ 3,031,677 Vacation 15,770 15,770 Payroll 124,622 134,718 Franchise taxes 8,697 8,697 Merger costs, net 269,986 269,986 Other 19,579 19,579 Audit 18,557 18,557 Commodity supply agreement 3,321,148 3,154,423 Property taxes 253,523 253,523 $ 7,453,870 $ 6,906,930 |
NOTE 5 - COMPLETION GUARANTEE P
NOTE 5 - COMPLETION GUARANTEE PAYABLE | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 5 - COMPLETION GUARANTEE PAYABLE | Note 5 – COMPLETION GUARANTEE PAYABLE At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1 under the Gold Stream Agreement with Sandstorm. See NOTE 9- CONTINGENCIES AND COMMITMENTS, Commodity Supply Agreement. |
NOTE 6 - SHARES SUBJECT TO MAND
NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY | 9 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 6- SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY | NOTE 6 - Shares subject to mandatory redemption by related party On August 9, 2017, a related party returned a certificate for 20,000,000 shares of common stock and was issued a new certificate for 2,000,000 shares on the same date. The related party loaned the 18,000,000 shares to the Company to raise additional working capital until the Company increased the authorized common shares of the Company. The related party has set no specified return date after the increased share authorization and may make the election at their discretion. The value of the 18,000,000 shares is determined according to ASC 480, “Distinguishing Liabilities from Equity”. The shares were returned to the related party on January 23, 2019. The valuation of the shares on the return date was $1,890,000 and resulted in an interest charge of $127,800 and a credit to Additional Paid in Capital of $340,200 in the three months ended March 31, 2019. |
NOTE 7 - NOTES PAYABLE
NOTE 7 - NOTES PAYABLE | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 7 - NOTES PAYABLE | NOTE 7 – NOTES PAYABLE Pursuant to Share Exchange Agreement (the "Share Exchange Agreement") with Canarc Resource Corp., a British Columbia, Canada corporation whose common shares are listed on the TSX Exchange under the symbol CCM ("Canarc") on July 15, 2014, the Company and Carnac entered into an interim financing facility pursuant to which Canarc advanced a $200,000 loan to the Company and a $20,000 merger advance. The loan bears interest an initial compounded rate of 1% a month and was due and payable upon the closing of a gold bond financing by the Company or January 15, 2015, if the financing does not close. The financing did not close under this Agreement and the accrued compounded interest at that date was added to the principle and the interest rate was increased to 14% per annum on the outstanding balance per the Share Exchange Agreement. In December 2016 the court administered trust paid $9,897 to the note holder and was applied against the accrued interest on the note and was recorded as a gain on trust debt forgiveness. A forbearance agreement by and among Santa Fe and Canarc Resource Corp. (“Canarc”) was entered into and effective as of February 12, 2018. Canarc loaned/advanced Santa Fe $220,000 in 2014. The funding requirements were not attained and the loan became due on January 15, 2015. The Company agreed with Canarc to make four installment payments as follows: (i) $25,000 on February 14, 2018; (ii) $25,000 on June 30, 2018; (iii) $85,000 on October 1, 2018; and (iv) $85,000 on December 31, 2018. All payments were made on a timely basis. With the final payment completed, Canarc forgave $12,522 accrued interest on the note payable and note principle of $100,103 per the terms of the agreement and the Company recorded a gain on debt extinguishment of $112,625 in the quarter ended December 31, 2018. On June 1, 2012, the Company entered into an installment sales contract for $593,657 to purchase certain equipment. The term of the agreement is for 48 months at an interest rate of 5.75%, with the equipment securing the loan. The balance owed on the note was $398,793 at March 31, 2019 and June 30, 2018 and had an accrued interest of $104,885 and $87,687, respectively. Interest expense on the note for the nine months ended March 31, 2019 and 2018 was $17,198 and $17,197, respectively. In December 2016 the court administered trust paid $17,412 to the note holder and was applied against the accrued interest on the note and this amount was recorded as a gain on trust debt forgiveness. The Company has been unable to make its monthly payments since November 2013, currently is due and in default and the equipment has been returned to the vendor for sale and remains unsold at March 31, 2019. During the nine months ended March 31, 2019, an individual loaned the Company $239,750 for working capital purposes. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. Interest expense for the six months was $4,226 and accrued interest on the loan at March 31, 2019 is $4,226. In conjunction with the Merger Agreement, Tyhee and the Company entered into a Bridge Loan Agreement, pursuant to which Tyhee was obligated to advance up to $3 million to the Company in accordance with the terms thereof. Tyhee advanced the Company only $1,745,092 under the Bridge Loan as of June 30, 2014. The Bridge Loan bears an annual interest rate of 24%. At this time the Company and Tyhee are in disagreement as to the due date of the Bridge Loan. Tyhee has provided the Company with purported notice of default under the Bridge Loan Agreement. The Company has numerous claims against Tyhee resulting from the Merger Agreement, Tyhee’s failure to fund the total $3 million under the Bridge loan Agreement and Tyhee’s allocation of the proceeds from the Bridge Loan Agreement. At June 30, 2014, the Company recorded merger expenses that are due to Tyhee of $269,986 and is included in accrued liabilities at March 31, 2019 and June 30, 2018. This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at March 31, 2019 and June 30, 2018, was $2,050,916 and $1,736,513, respectively, is due and in default. Interest expense on the note for the nine months ended March 31, 2019 and 2018 was $314,403 and $323,516, respectively. The following summarizes notes payable: March 31, June 30, 2019 2018 Working capital advances, interest at 1% per month, due January 15, 2015 $ — $ 162,522 Merger advance — 20,000 Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016. 398,793 398,793 Note payable 239,750 — Unsecured bridge loan notes payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan. 1,745,092 1,745,092 Notes payable - current $ 2,383,635 $ 2,326,407 |
NOTE 8 - FAIR VALUE MEASUREMENT
NOTE 8 - FAIR VALUE MEASUREMENTS | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 8 - FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Lev e Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. A slight change in unobservable inputs such as volatility can significantly have a significant impact on the fair value measurement of the derivatives liabilities. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments. The Company’s financial instruments consist of derivative instruments which are measured at fair value on a recurring basis. The derivatives are measured on their respective origination dates, at the end of each reporting period and at other points in time when necessary, such as modifications, using Level 3 inputs in accordance with GAAP. The Company does not report any financial assets or liabilities that it measures using Level 1 or 2 inputs. The fair value measurement of financial instruments and other assets as of March 31, 2019 and June 30, 2018 are as follows: March 31, 2019 Level 1 Level 2 Level 3 Total Assets: None $ — $ — $ — $ — Liabilities: Share redemption to related party $ — $ — $ — $ — June 30, 2018 Level 1 Level 2 Level 3 Total Assets: None $ — $ — $ — $ — Liabilities: Share redemption to related party $ — $ — $ 1,638,000 $ 1,638,000 |
NOTE 9 - CONTINGENCIES AND COMM
NOTE 9 - CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 9 - CONTINGENCIES AND COMMITMENTS | NOTE 9 – CONTINGENCIES AND COMMITMENTS Commodity Supply Agreement In December 2009, the Company entered into a definitive gold stream agreement (the “Gold Stream Agreement”) with Sandstorm to deliver a portion of the life-of-mine gold production (excluding all silver production) from the Company’s Summit silver-gold mine. Under the agreement the Company received advances of $4,000,000 as an upfront deposit, plus continue to receive future ongoing payments equal to the lesser of: $400 per ounce or the prevailing market price, (the “Fixed Price”) for each ounce of gold delivered pursuant to the agreement for the life of the mine. The Company purchases and delivers refined gold in order to satisfy the requirements of the Gold Stream Agreement and receives the Fixed Price per ounce in cash from Sandstorm. The difference between the prevailing market price and the Fixed Price per ounce for gold delivered is credited against the upfront deposit of $4,000,000 until the obligation is reduced to zero. Future ongoing payments for gold deliveries will continue at the Fixed Price per ounce with no additional credits or advances to be received from Sandstorm. In certain circumstances, including failure to meet minimum production rates, interruption in production due to permitting issues and customary events of default, the agreement may be terminated. In such event, the Company may be required to return to Sandstorm any remaining uncredited balance of the original $4,000,000 upfront deposit. See NOTE 5 - COMPLETION GUARANTY PAYABLE Under the Gold Stream Agreement, the Company has a recorded obligation at March 31, 2019 and June 30, 2018, of 3,709 ounces of undelivered gold valued at approximately $3.32 and $3.15 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery. The Summit silver-gold mine property referred to in this Gold Stream Agreement was sold in the 363 Asset Sale as of asset transfer on February 26, 2016. Office and Real Property Leases On August 1, 2015, the Company moved the office to a single room located in Albuquerque, NM, at the home of the CFO for a monthly rent of $500 until the Company is required to lease increased office space due to additional personnel requirements. Rental expense totaled $4,500 for the nine months ended March 31, 2019 and 2018, respectively. Title to Mineral Properties Although the Company has taken steps, consistent with industry standards, to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. |
NOTE 10 - STOCKHOLDERS' DEFICIT
NOTE 10 - STOCKHOLDERS' DEFICIT | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 10 - STOCKHOLDERS' DEFICIT | NOTE 10- STOCKHOLDERS' DEFICIT Stock Returned, Cancelled and Reissued On July 28, 2017, a shareholder returned a certificate for 20,000,000 common shares to the Company for no value received by the shareholder and the investor was issued 2,000,000 shares on a new certificate. The net 18,000,000 cancelled shares are to be re-issued at a later time and the obligation will be accounted for as a derivative liability at the fair value of the shares and marked to market at each balance sheet date. The net 18,000,000 shares returned were recorded at Par Value of $36,000.The shares were returned to the related party on January 23, 2019. The valuation of the shares on the return date was $1,890,000 and resulted in an interest charge of $127,800 and a credit to Additional Paid in Capital of $340,200 in the three months ended March 31, 2019. Increased Authorization of Common Shares At the shareholders meeting held on January 11, 2019, in Albuquerque, New Mexico, and a majority of our shareholders voted to amend our certificate of incorporation to increase the authorized shares of common stock that we have authority to issue from 300,000,000 shares to 550,000,000 shares. Issuance of Stock Subscribed Capital and Share Issuance Effective January 12, 2019, subscribed shares received or consultant shares granted prior to January 12, 2019, aggregating 39,768,462 shares of restricted common stock, were issued to the shareholders at purchase price of the shares and shares granted to consultants were issued at their value on the date of grants at a total value of $3,289,991. During the three months ended March 31, 2019, the Company sold 3,433,333 shares of restricted common stock for aggregate cash proceeds of $258,000. During the three months ended March 31, 2019, the Company granted issuance of 1,179,134 shares of restricted common stock for consulting services for an aggregate value of $114,413 on the date of grants. During the three months ended March 31, 2019, the Company reissued the 18,000,000 loaned shares from a related party at a market value on the date of issuance of $1,890,000. The issuance of the restricted common shares during nine months ended March 31, 2019, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/ or Regulation S promulgated thereunder and thereof such issuance did not involve a public offering. Issuance of Warrants and Expiration During the nine months ended March 31, 2019, the Company issued no new warrants and 3,240,000 warrants expired. Stock Options During nine months ended March 31, 2019, 15,000,000 options were granted to each of two directors for their efforts to revive the Company. The options have a five (5) year life and an exercise price of $0.05 per share, the market value on the date of the grant and have a non-cash exercise provision. The Black-Sholes value of the issued options was $1,497,985. During the nine-month period 100,000 options expired. Stock option and warrant activity, for the nine months ended March 31, 2019, are as follows: Stock Options Stock Warrants Weighted Weighted Average Exercise Shares Price Shares Price Outstanding at June 30, 2018 200,000 $0.075 4,420,000 $0.15 Granted 30,000,000 $0.05 — — Canceled — — — — Expired (100,000) $0.08 (3,240,000) $0.15 Exercised — — — — Outstanding at December 31, 2018 30,100,000 $0.05 1,180,000 $0.15 Stock options and warrants outstanding and exercisable at March 31, 2019 are as follows: Outstanding and Exercisable Options Outstanding and Exercisable Warrants Weighted Weighted Average Average Contractual Weighted Contractual Weighted Exercise Remaining Average Exercise Remaining Average Price Outstanding Exercisable Life Exercise Price Outstanding Exercisable Life Exercise Range Number Number (in Years) Price Range Number Number (in Years) Price $0.05 30,000,000 30,000,000 4.98 $ 0.05 $ 0.15 1,180,000 1,180,000 .34 $ 0.15 $0.07 100,000 100,000 .76 $ 0.07 200,000 200,000 4,420,000 4,420,000 Outstanding Options 4.96 $ 0.05 Outstanding Warrants .34 $ 0.15 Exercisable Options 4.96 $ 0.05 Exercisable Warrants .34 $ 0.15 As of March 31, 2019, the aggregate intrinsic value of all stock options and warrants vested was $150,000. The intrinsic value of each share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.055 closing stock price of the common stock on March 31, 2019. The total intrinsic value associated with options exercised during the nine months ended March 31, 2019, was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options. |
NOTE 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS In order to expedite purchases of equipment and associated expenses in Silver City on behalf of the Company, SFG deposited funds into Mr. Laws certified public accounting practice account until a new bank account was opened at Wells Fargo. Company expenses and purchases of equipment were done in that account. During the fiscal year 2017 an aggregate of $926,000 was deposited to Mr. Laws account or was paid out of the corporate account at Mr. Law’s direction. At the end of the 2017 fiscal year Mr. Laws submitted expenditures on behalf of the Company totaling $1,009,099. Subsequent to the 2017 fiscal year ended, the board directors of the Company appointed a special committee which determined the funds expended by Mr. Laws were misappropriated in the amount of $971,099 and a deposit of $38,000 was valid and refunded to the Company in a subsequent period. Of this amount, the $500,000 deposit that was to be made on the Alhambra Acquisition was subsequently determined never made the sellers. See NOTE 13 - Subsequent Events Misappropriated Funds and Entry into a Material Definitive Agreement. Prior to becoming a staff member of the Company, Mr. Laws our CEO, received a consulting fee and converted on January 1, 2018, to a full staff member. As disclosed in the Company’s Form 8-K filed on October 1, 2018, a director and former chief executive officer of the Company, Mr. Thomas H. Laws, entered into a secured promissory note and security agreement in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and maturing September 30, 2018 (“Secured Promissory Note”). The Company requested the former chief executive to execute the Secured Promissory Note and security agreement as a result of the matters discussed below, prior to the completion of the special committee investigation. The security interests include certain real estate and a Cessna model 182G airplane. The Secured Promissory Note also contains late fee and default provisions under the deeds of trust, Security Agreement and other agreements. The board of directors formed a special committee on September 26, 2018 to investigate and analyze certain financial transactions in the aggregate amount of approximately $1 million that occurred primarily between July 2016 and March 2018 involving Mr. Laws. The special committee investigation determined initially that Mr. Laws owes the Company $1,197,198, excluding penalty, accrued interest and additional associated costs. At the time of filing this Form 10-Q total costs associated with Mr. Laws is $1,651,263, including the additional incurred associated costs, of which $485,966 has been recovered by the Company from Mr. Laws. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court. The Company is in process of restating the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017. Subsequent review of these transactions for the fiscal year ended June 30, 2017, resulted in a restatement of assets and operating costs in the amount of $971,099 and charged to the former chief executive officer. Mr. Laws was terminated as the at-will chief executive officer of the Company on September 24, 2018. Currently no interim chief executive officer has been named to replace Mr. Laws. In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico. In November 2018, Santa Fe filed a similar complaint in Grant County District Court, State of New Mexico, as Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe a deed of trust and a mortgage, respectively, on several pieces of real property in Grant County, New Mexico. Mr. Laws also granted Santa Fe a security agreement on an airplane located in Grant County, New Mexico. The complaint in Grant County requested a money judgment in the amount of $930,000 against Mr. and Mrs. Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico. As of the filing of this report, Mr. Laws has pleaded guilty to various charges brought against him by government officials, which include the Company allegations. Mr. Laws is currently awaiting sentencing on the pleaded to charges. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. On August 9, 2017, a related party shareholder returned a certificate for 20,000,000 common shares to the Company for no value received by the shareholder and the investor was issued 2,000,000 shares on a new certificate. The net 18,000,000 cancelled shares are to be re-issued at a later time and the obligation will be accounted for under ASC 480, “Distinguishing Liabilities from Equity” NOTE 6 share obligation to related party An individual consultant, who is instrumentally helpful to the Company in raising funds and is compensated on consulting basis, as disclosed in NOTE 13 – SUBSEQUENT EVENTS, Recent Issuances of Unregistered Securities During the quarter ended December 2018 and March 2019, our chief financial officer the Company loaned the Company $51,462 for working capital purposes. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. Interest expense for the nine months ended March 31, 2019, is $762, and accrued interest at March 31, 2019 is $762. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
NOTE 12 - LEGAL PROCEEDINGS
NOTE 12 - LEGAL PROCEEDINGS | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 12 - LEGAL PROCEEDINGS | NOTE 12 – LEGAL PROCEEDINGS All legal proceedings were stayed with the filing of Chapter 11 bankruptcy. Boart Long year Company v. Lordsburg Mining Company Boart Longyear Company v. Lordsburg Mining Company Boart Longyear Company v. Lordsburg Mining Company Wagner Equipment Co. v. Lordsburg Mining Company The bankruptcy court set up a Trust fund that will be funded by the activities of the Summit mine for five (5) years after reopening of the mine and the trust funds will be distributed by an independent trustee to all credit holders on record. Currently all debts at the time of the bankruptcy are currently due and in default. None of the claims have been reopened since June 2016. The Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions and related misappropriation of funds described herein. The SEC has obtained a formal order to investigate the Company. The DOJ investigation is still preliminary. These types of investigations are expensive, time-consuming for management, and unpredictable – often resulting in other aspects of the Company’s operations becoming subject to regulatory scrutiny. These investigations are ongoing and no prediction can be made regarding the timing or outcome of such matters including remedial action pursued against the Company and others, including its officers and directors. In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. Other than the above-described litigation, as of December 31, 2018, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements. Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. If the assessments indicate that loss contingencies that could be material to any one of its financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company discloses the nature of the loss contingencies, together with an estimate of the range of possible loss or a statement that such loss is not reasonably estimable. While the consequences of certain unresolved proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on its financial statements in any given reporting period. However, in the opinion of Management, after consulting with legal counsel, the ultimate liability related to the current outstanding litigation is not expected to have a material adverse effect on its financial statements. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
NOTE 13 - SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Recent Issuances of Unregistered Securities In the period from April 2019 through August 14, 2020, the Company sold an aggregate of 46,775,910 restricted common shares to ten existing accredited shareholders and two new accredited investors and the Company received aggregate proceeds of $2,893,980 from these sales. In addition, our chairman purchased 7,892,858 restricted common shares for $475,000. The issuance of the restricted common shares, were exempt from registration requirements of the Security Act of 1933, as amended, pursuant to Section 4(a)2, thereof because such issuance did not involve a public offering. In connection with the placements, the Company incurred no consulting fees. During the period April 2019 through August 14, 2020, the Company issued restricted 2,656,884 shares of common stock for consulting services at an aggregated market value of $237,381 on the date of issuance. The issuance of the restricted common shares, were exempt from registration requirements of the Security Act of 1933, as amended, pursuant to Section 4(a)2, thereof because such issuance did not involve a public offering. In the period from April 1, 2019 through August 14, 2020, the Company issued warrants to accredited investors aggregating 4,500,000, and 2,250,000 warrants to the chairman of the board that were attached to restricted stock purchases. The warrants were vested at issuance, have a three-year life and an exercise price of $0.05 and $0.07 per share. On April 10, 2020, the Company converted $100,000 of accrued salary for the Company CFO into 2,000,000 shares of restricted common stock at a market value of $117,000 on the date on grant and recorded a loss on debt conversion of $17,000. Warrants issued in conjunction with the conversion were 1,000,000 vested three-year warrants and have an exercise price of $0.05 per share. On June 30, 2020, the Company converted a note payable with the Company CFO consisting of principal and interest of $42,036 and $6,178, respectively, into 964,299 shares of restricted common stock at $0.05 per share. The market value on the date of conversion was $67,501 and on the date of conversion the Company recorded a loss on debt conversion of $19,287. In conjunction with the conversion 482,149 vested three-year warrants were granted and have an exercise price of $0.05 per share. Alhambra Acquisition Pursuant to a stock purchase agreement dated August 2017, the Company will acquire all the capital stock of Bullard’s Peak Corporation (which owns five patented claims and 82 unpatented claims in the Black Hawk district of New Mexico) from Black Hawk Consolidated Mines Company for a purchase price of $3,000,000, and the capital stock of Bullard’s Peak Corporation and the mining claims collateralize the full purchase price payment. The Company granted the seller a 2% net smelter return in perpetuity. The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims. Title to the claims will be transferred upon receipt by seller of the full purchase price. In August 2018, the Company was informed that the seller terminated the stock purchase agreement. Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Company’s prior breaches of the stock purchase agreement. On October 31, 2018, the Company paid the seller an additional $100,000. The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018. If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Company’s breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullard’s Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total cost of $3,115,365. In February 2018, the Company filed for a permit to start operations at the Bullard’s Peak property. The permit was awarded on March 7, 2018. As of the filing of this report, no operations have commenced. British Columbia Properties On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of Can$400,000 and the issuance of 10,000,000 shares of Company common stock. Title to these claims remained in trust with the sellers until payment in full. To date, the Company has paid to the sellers’ consideration of Can$260,000. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action. The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied. As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the Can$260,000. The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018). At the time of the filing of this report the agreements are being scheduled for arbitration by the Company attorney. At June 30, 2019, the Company impaired the investment in the amount of $210,116. Misappropriation of Funds and Entry into a Material Definitive Agreement As disclosed in the Company’s Form 8-K filed on October 1, 2018, a director and former chief executive officer of the Company, Mr. Thomas H. Laws, entered into a secured promissory note and security agreement in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and maturing September 30, 2018 (“Secured Promissory Note”). The Company requested the former chief executive to execute the Secured Promissory Note and security agreement as a result of the matters discussed below, prior to the completion of the special committee investigation. The security interests include certain real estate and a Cessna model 182G airplane. The Secured Promissory Note also contains late fee and default provisions under the deeds of trust, Security Agreement and other agreements. The board of directors formed a special committee on September 26, 2018 to investigate and analyze certain financial transactions in the aggregate amount of approximately $1 million that occurred primarily between July 2016 and March 2018 involving Mr. Laws. The special committee investigation determined initially that Mr. Laws owes the Company $1,197,198, excluding penalty, accrued interest and additional associated costs. At the time of filing this Form 10-Q total costs associated with Mr. Laws is $1,651,263 of which $485,966 has been recovered by the Company. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court The Company is in process of restating the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017. Subsequent review of these transactions for the fiscal year ended June 30, 2017, resulted in a restatement of assets and operating costs in the amount of $971,099 and charged to the former chief executive officer. Mr. Laws was terminated as the at-will chief executive officer of the Company on September 24, 2018. Currently no interim chief executive officer has been named to replace Mr. Laws. In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico. In November 2018, Santa Fe filed a similar complaint in Grant County District Court, State of New Mexico, as Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe a deed of trust and a mortgage, respectively, on several pieces of real property in Grant County, New Mexico. Mr. Laws also granted Santa Fe a security agreement on an airplane located in Grant County, New Mexico. The complaint in Grant County requested a money judgment in the amount of $930,000 against Mr. and Mrs. Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico. As of the filing of this report, Mr. Laws has pleaded guilty to various charges brought against him by government officials, which include the Company allegations. Mr. Laws is currently awaiting sentencing on the pleaded to charges. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court. Extinguishment of Debt Based upon a legal opinion from our British Columbia legal consul, the Company at June 30, 2019, wrote off of two financing facilities under British Columbia law where the statute of limitations had run out pursuant to the Limitations Act Merger Agreement, loan balance $ 1,745,092 Merger Agreement, loan accrued interest 2,155,335 Merger Agreement accrued fees 269,986 Goldstream loan balance 3,742,505 Completion Guaranty accrued interest 1,234,749 Completion Guaranty Payable 3,359,873 Forbearance Agreement 112,625 Total Debt Extinguishment $ 12,620,165 |
NOTE 3 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Policy Text Block [Abstract] | |
Basis of Presentation and Going Concern | Basis of Presentation and Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. The Company has recorded a loss of $2,688,790 for the nine months ended March 31, 2019, and has a total accumulated deficit of $104,702,164 and a working capital deficit at March 31. 2019 of $16,337,401. The Company currently has no source of generating revenue. On August 26, 2015, Santa Fe filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) in Delaware. With the dismissal of our bankruptcy case in June 15, 2016, all assets of the Company were sold. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. To continue as a going concern, the Company is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has acquired new mining claims and an acceptable source to process the mineralized ore to generate revenue. We have no commitment from any party to provide additional working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company. At March 31, 2019, the Company was in defaults on payments of approximately $7.87 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”), other notes payable principle aggregating approximating $2.38 million, accrued liabilities of approximately $2.94 million and accounts payable approximating $3.05 million. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries AZCO Mica, Inc., a Delaware corporation, The Lordsburg Mining Company, a New Mexico corporation, and Santa Fe Gold Barbados Corporation, a Barbados corporation, Santa Fe Acquisitions Company, a New Mexico Limited Liability Company and Minerals Acquisitions, LLC, a New Mexico Limited Liability Company. All significant inter-company accounts and transactions have been eliminated in consolidation. On July 19, 2016, a new company was formed, Santa Fe Acquisition LLC (“SFA”) with Tom Laws, our CEO, as the signer, for the sole purpose of acquiring assets for Santa Fe Gold (“SFG”). On September 25, 2017, with an effective date of July 23, 2016, the CEO assigned ownership of SFA to Santa Fe Gold whereby SFG became to sole member of SFA resulting in SFA becoming a wholly owned subsidiary of SFG. All major purchases were made through the SFA Company for the benefit of SFG, with the funding provided by SFG. |
Estimates | Estimates The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Significant estimates are used when accounting for the Company's carrying value of mineral properties, fixed assets, depreciation and amortization, accruals, derivative instrument liabilities, taxes and contingencies, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements. |
Fair Value of Financial Instruments | Fair Value Measurements The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of March 31, 2019 and June 30, 2017, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the short-term nature of these instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash balances. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized as a one-day derivative loss, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company has no financial derivative instruments in the current reporting periods. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the three months ended March 31, 2019 and the nine months ended March 31, 2019 and 2018, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive. A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computation is as follows: Net Income (Numerator) Weighted Average Common Shares ( Denominator) Per Share Amount For the three months ended March 31, 2018 Basic EPS Income available to common stockholders $ 364,208 300,000,000 $ 0.00 Diluted EPS Dilutive shares from options and warrants — 75,000 Income available to common stockholders plus assumed conversions $ 364,208 300,075,000 $ 0.00 |
Stock-Based Compensation | Stock-Based Compensation In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vest over a period of six months to a year. The Company accounts for share-based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had stock-based compensation of $132,213 for the nine months ending March 31, 2019, and $196,000 for the nine months ended March 31, 2018. |
Accounting Standards to be Adopted in Future Periods | Accounting Standards to be Adopted in Future Periods In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (Topic 606 (ASU 2014-09) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In February 2016, the FASB issued ASU “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company has not adopted Topic 842 as of the filing of this 10-Q and at this time In November 2016, the FASB has issued ASU No. 2016-18 , Statement of Cash Flows (Topic 230) In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017. The new standard was adopted by the Company in the quarter ended September 30, 2018, and the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business or on its financial position, results of operations or cash flows. In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted. The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. |
NOTE 3 - SUMMARY OF SIGNIFICA_2
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table) | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share (“EPS”) computation is as follows: Net Income (Numerator) Weighted Average Common Shares ( Denominator) Per Share Amount For the three months ended March 31, 2018 Basic EPS Income available to common stockholders $ 364,208 300,000,000 $ 0.00 Diluted EPS Dilutive shares from options and warrants — 75,000 Income available to common stockholders plus assumed conversions $ 364,208 300,075,000 $ 0.00 |
NOTE 4 - ACCRUED LIABILITIES (T
NOTE 4 - ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule Of Accrued Liabilities | Accrued liabilities consist of the following at March 31, 2019 and June 30, 2018: March 31, June 30, 2019 2018 Interest $ 3,421,988 $ 3,031,677 Vacation 15,770 15,770 Payroll 124,622 134,718 Franchise taxes 8,697 8,697 Merger costs, net 269,986 269,986 Other 19,579 19,579 Audit 18,557 18,557 Commodity supply agreement 3,321,148 3,154,423 Property taxes 253,523 253,523 $ 7,453,870 $ 6,906,930 |
NOTE 7 - NOTES PAYABLE (Tables)
NOTE 7 - NOTES PAYABLE (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule Of Debt | The following summarizes notes payable: March 31, June 30, 2019 2018 Working capital advances, interest at 1% per month, due January 15, 2015 $ — $ 162,522 Merger advance — 20,000 Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016. 398,793 398,793 Note payable 239,750 — Unsecured bridge loan notes payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan. 1,745,092 1,745,092 Notes payable - current $ 2,383,635 $ 2,326,407 |
NOTE 8 - FAIR VALUE MEASUREME_2
NOTE 8 - FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Table Text Block Supplement [Abstract] | |
Schedule Of Fair Value Assets And Liabilities | The Company does not report any financial assets or liabilities that it measures using Level 1 or 2 inputs. The fair value measurement of financial instruments and other assets as of March 31, 2019 and June 30, 2018 are as follows: March 31, 2019 Level 1 Level 2 Level 3 Total Assets: None $ — $ — $ — $ — Liabilities: Share redemption to related party $ — $ — $ — $ — June 30, 2018 Level 1 Level 2 Level 3 Total Assets: None $ — $ — $ — $ — Liabilities: Share redemption to related party $ — $ — $ 1,638,000 $ 1,638,000 |
NOTE 10 - STOCKHOLDERS' DEFIC_2
NOTE 10 - STOCKHOLDERS' DEFICIT (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule Of Stock Options | Stock option and warrant activity, for the nine months ended March 31, 2019, are as follows: Stock Options Stock Warrants Weighted Weighted Average Exercise Shares Price Shares Price Outstanding at June 30, 2018 200,000 $0.075 4,420,000 $0.15 Granted 30,000,000 $0.05 — — Canceled — — — — Expired (100,000) $0.08 (3,240,000) $0.15 Exercised — — — — Outstanding at December 31, 2018 30,100,000 $0.05 1,180,000 $0.15 Stock options and warrants outstanding and exercisable at March 31, 2019 are as follows: Outstanding and Exercisable Options Outstanding and Exercisable Warrants Weighted Weighted Average Average Contractual Weighted Contractual Weighted Exercise Remaining Average Exercise Remaining Average Price Outstanding Exercisable Life Exercise Price Outstanding Exercisable Life Exercise Range Number Number (in Years) Price Range Number Number (in Years) Price $0.05 30,000,000 30,000,000 4.98 $ 0.05 $ 0.15 1,180,000 1,180,000 .34 $ 0.15 $0.07 100,000 100,000 .76 $ 0.07 200,000 200,000 4,420,000 4,420,000 Outstanding Options 4.96 $ 0.05 Outstanding Warrants .34 $ 0.15 Exercisable Options 4.96 $ 0.05 Exercisable Warrants .34 $ 0.15 |
NOTE 13 - SUBSEQUENT EVENTS (Ta
NOTE 13 - SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Summary of gain on debt extinguishment | The Company also paid off a negotiated settlement under a Forbearance Agreement during our fiscal year ended June 30, 2019, and wrote off the remaining obligation balance. Merger Agreement, loan balance $ 1,745,092 Merger Agreement, loan accrued interest 2,155,335 Merger Agreement accrued fees 269,986 Goldstream loan balance 3,742,505 Completion Guaranty accrued interest 1,234,749 Completion Guaranty Payable 3,359,873 Forbearance Agreement 112,625 Total Debt Extinguishment $ 12,620,165 |
NOTE 1 - COMPANY AND NATURE O_2
NOTE 1 - COMPANY AND NATURE OF OPERATIONS (Details) - USD ($) | Jan. 04, 2019 | Aug. 17, 2017 |
Bullards Peak Agreement | ||
Aggregate amount | $ 3,000,000 | |
Aquisition percentage | 100.00% | |
BillaliMine | ||
Purchase price | $ 2,500,000 | |
Jim Crow Imperial Mine | ||
Purchase price | $ 7,500,000 |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation and Going Concern: Financial information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2018 | |
Net loss | $ (2,218,144) | $ 364,208 | $ (2,688,790) | $ (2,687,080) | |
Accumulated deficit | (104,702,164) | (104,702,164) | $ (102,013,374) | ||
Working capital deficit | 16,337,401 | 16,337,401 | |||
Accrued liabilities | 7,453,870 | 7,453,870 | 6,906,930 | ||
Accounts payable | 3,139,464 | 3,139,464 | $ 3,061,976 | ||
Gold Stream Agreement | |||||
Defaults on payments | 7,870,000 | ||||
Other notes payable | 2,380,000 | 2,380,000 | |||
Accrued liabilities | 2,940,000 | 2,940,000 | |||
Accounts payable | $ 3,050,000 | $ 3,050,000 |
NOTE 2 - SUMMARY OF SIGNIFICA_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES : Reconciliation of the weighted average shares outstanding (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | |
Net Income | ||||
Income available to common stockholders | $ 364,208 | |||
Dilutive shares from options and warrants | 0 | |||
Income available to common stockholders plus assumed exercise of options and warrants | $ 364,208 | |||
Weighted Average Common Shares | ||||
Income available to common stockholders | 350,212,711 | 300,000,000 | 316,493,226 | 297,821,540 |
Dilutive shares from options and warrants | 75,000 | |||
Diluted | 350,212,711 | 300,075,000 | 316,493,226 | 297,821,540 |
Basic and Diluted Per Share Data | ||||
Income available to common stockholders | $ .00 | $ .00 | $ 0 | $ (0.01) |
Income available to common stockholders plus assumed exercise of options and warrants | $ 0 | $ 0 | $ 0 | $ (0.01) |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 30, 2018 | |
Disclosure Text Block [Abstract] | ||
Stock based compensation | $ 132,213 | $ 196,000 |
NOTE 3 - DEPOSIT ON MINERAL P_2
NOTE 3 - DEPOSIT ON MINERAL PROPERTY (Details) - USD ($) | 9 Months Ended | ||||||||||||
Mar. 31, 2019 | Feb. 28, 2019 | Feb. 01, 2019 | Jan. 31, 2019 | Jan. 02, 2019 | Nov. 30, 2018 | Oct. 31, 2018 | Oct. 15, 2018 | Jan. 02, 2018 | Oct. 13, 2017 | Sep. 08, 2017 | Aug. 30, 2017 | Aug. 18, 2017 | |
Operating Lease, Payments | $ 210,116 | ||||||||||||
Billali Mine | |||||||||||||
Total Purchase Price | $ 2,500,000 | ||||||||||||
Jim Crow Imperial Mine | |||||||||||||
Total Purchase Price | $ 7,500,000 | ||||||||||||
Bullard's Peak Corporation and Black Hawk Consolidated Mines Company | |||||||||||||
Installment Payment per terms of the Agreement | $ 100,000 | $ 50,000 | $ 65,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 900,000 | $ 100,000 | ||
Total Purchase Price | $ 3,000,000 |
NOTE 4 - ACCRUED LIABILITIES_ S
NOTE 4 - ACCRUED LIABILITIES: Schedule Of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Text Block [Abstract] | ||
Interest | $ 3,421,988 | $ 3,031,677 |
Vacation | 15,770 | 15,770 |
Payroll | 124,622 | 134,718 |
Franchise taxes | 8,697 | 8,697 |
Merger costs, net | 269,986 | 269,986 |
Other | 19,579 | 19,579 |
Audit | 18,557 | 18,557 |
Commodity supply agreements | 3,321,148 | 3,154,423 |
Property taxes | 253,523 | 253,523 |
Accrued liabilities | $ 7,453,870 | $ 6,906,930 |
NOTE 5 - COMPLETION GUARANTEE_2
NOTE 5 - COMPLETION GUARANTEE PAYABLE (Details) - USD ($) | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2012 | |
Interest | $ 132,295 | $ 132,295 | ||
Accrued interest on obligation | 1,190,652 | $ 1,058,357 | ||
Completion guarantee payable | ||||
Total accrued liabilities | $ 3,359,873 | $ 3,359,873 | $ 504,049 |
NOTE 6 - SHARES SUBJECT TO MA_2
NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY (Details Narrative) - USD ($) | Aug. 09, 2017 | Jan. 23, 2019 | Jul. 28, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2018 |
Notes to Financial Statements | ||||||||
Common stock returned | 20,000,000 | 20,000,000 | ||||||
Common stock issued | 2,000,000 | 2,000,000 | ||||||
Addition Paid in Capital | $ 1,762,200 | $ 0 | $ 0 | $ 1,638,000 | ||||
Increase in Additional Paid in Capital | $ 340,200 | 340,200 | ||||||
Value of shares returned | 1,890,000 | |||||||
Interest expense | $ 127,800 | $ 127,800 | $ 161,583 | $ 164,556 | $ 491,177 | $ 508,764 |
NOTE 7 - NOTES PAYABLE (Details
NOTE 7 - NOTES PAYABLE (Details) - USD ($) | Oct. 02, 2018 | Jul. 15, 2014 | Jun. 01, 2012 | Dec. 31, 2018 | Jun. 30, 2018 | Feb. 14, 2018 | Dec. 31, 2016 | Jun. 30, 2014 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 30, 2018 | Jun. 30, 2017 |
Interest expense | $ 762 | ||||||||||||||
Notes payable, current portion | $ 2,326,407 | 2,383,635 | $ 2,383,635 | ||||||||||||
Merger costs, net | 269,986 | 269,986 | 269,986 | ||||||||||||
Gain on debt extinguishment | 0 | $ 0 | 112,625 | $ 0 | |||||||||||
Loan from related party | $ 51,462 | 51,462 | |||||||||||||
Individual [Member] | |||||||||||||||
Accrued interest | $ 4,226 | 4,226 | |||||||||||||
Interest expense | $ 4,226 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||||||||||||
Loan from related party | $ 239,750 | ||||||||||||||
Equipment | |||||||||||||||
Debt Instrument, Face Amount | $ 593,657 | ||||||||||||||
Accrued interest | 87,687 | $ 104,885 | 104,885 | ||||||||||||
Interest expense | 17,198 | $ 17,197 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.75% | ||||||||||||||
Debt Instrument, Term | 48 months | ||||||||||||||
Notes payable, current portion | 398,793 | 398,793 | 398,793 | $ 398,793 | |||||||||||
Court administered trust paid | $ 17,412 | ||||||||||||||
Canarc | |||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||||||||
Proceeds from Other Short-term Debt | $ 20,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||
Court administered trust paid | $ 9,897 | ||||||||||||||
Periodic payments | $ 85,000 | $ 85,000 | 25,000 | $ 25,000 | |||||||||||
Forgive of principal | 12,522 | ||||||||||||||
Forgive of accrued interest | 100,103 | ||||||||||||||
Gain on debt extinguishment | $ 112,625 | ||||||||||||||
Tyhee | |||||||||||||||
Debt Instrument, Face Amount | $ 1,745,092 | ||||||||||||||
Accrued interest | 1,736,513 | 2,050,916 | 2,050,916 | ||||||||||||
Interest expense | 314,403 | $ 323,516 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||||||||||||
Merger costs, net | $ 269,986 | $ 269,986 | $ 269,986 | $ 269,986 | |||||||||||
Break fee | $ 300,000 |
NOTE 7 - NOTES PAYABLE_ Schedul
NOTE 7 - NOTES PAYABLE: Schedule Of Debt (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Notes payable, current portion | $ 2,383,635 | $ 2,326,407 |
Notes Payables [Member] | ||
Notes payable, current portion | 0 | 162,522 |
Notes Payables 2[Member] | ||
Notes payable, current portion | 0 | 20,000 |
Notes Payable 3 [Member] | ||
Notes payable, current portion | 398,793 | 398,793 |
Notes Payable 4 [Member] | ||
Notes payable, current portion | 239,750 | 0 |
Notes Payables 5 [Member] | ||
Notes payable, current portion | $ 1,745,092 | $ 1,745,092 |
NOTE 8 - FAIR VALUE MEASUREME_3
NOTE 8 - FAIR VALUE MEASUREMENTS: Schedule Of Fair Value Assets And Liabilities (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Derivative instruments liabilities {1} | ||
Fair value, assets | $ 0 | $ 0 |
Share redemption to related party | 0 | 1,638,000 |
Level 1 | ||
Fair value, assets | 0 | 0 |
Share redemption to related party | 0 | 0 |
Level 2 | ||
Fair value, assets | 0 | 0 |
Share redemption to related party | 0 | 0 |
Level 3 | ||
Fair value, assets | 0 | 0 |
Share redemption to related party | $ 0 | $ 1,638,000 |
NOTE 9 - CONTINGENCIES AND CO_2
NOTE 9 - CONTINGENCIES AND COMMITMENTS (Details) - USD ($) | Aug. 09, 2017 | Jul. 28, 2017 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 01, 2009 |
Operating Leases, Rent Expense | $ 4,500 | $ 4,500 | |||||
Common stock returned | 20,000,000 | 20,000,000 | |||||
Common stock issued | 2,000,000 | 2,000,000 | |||||
Office Lease | |||||||
Debt Instrument, Periodic Payment | $ 500 | ||||||
Sandstorm | |||||||
Customer Deposits, Current | $ 4,000,000 | ||||||
Loans and Leases Receivable, Gross, Consumer, Installment, Other | $ 400 | ||||||
Completion Guaranty Payable Terms | Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter. | ||||||
Gold Stream Agreement | Company has a recorded obligation at March 31, 2019 and June 30, 2018, of 3,709 ounces of undelivered gold valued at approximately $3.32 and $3.15 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery. |
NOTE 10 - STOCKHOLDERS' DEFIC_3
NOTE 10 - STOCKHOLDERS' DEFICIT (Details) - USD ($) | Aug. 09, 2017 | Jan. 23, 2019 | Jul. 28, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2018 |
Common stock returned, Shares | 18,000,000 | |||||||
Common stock returned, Amount | $ 36,000 | |||||||
Common stock returned | 20,000,000 | 20,000,000 | ||||||
Common stock cancelled | 18,000,000 | |||||||
Common stock issued | 2,000,000 | 2,000,000 | ||||||
Value of stock returned | $ 1,890,000 | |||||||
Interest charge | $ 127,800 | $ 127,800 | $ 161,583 | $ 164,556 | $ 491,177 | $ 508,764 | ||
Additional Paid in Capital | $ 340,200 | $ 340,200 | ||||||
Common shares authorized | 550,000,000 | 550,000,000 | 300,000,000 | |||||
Stock issued from related party, Shares | 18,000,000 | |||||||
Stock issued from related party, Amount | $ 1,890,000 | |||||||
Options granted | 30,000,000 | |||||||
Options expired/ cancelled | 100,000 | |||||||
Intrinsic value of options and warrants vested and expected to vest | $ 150,000 | $ 150,000 | ||||||
Share Price | $ 0.055 | $ 0.055 | ||||||
Intrinsic value of options and warrants exercised | $ 0 | |||||||
Grant-date fair value of option and warrant shares vested | $ 1,497,985 | |||||||
Directors [Member] | ||||||||
Options granted | 30,000,000 | |||||||
Option term | 5 years | |||||||
Exercise price | 0.05 | $ 0.05 | ||||||
Warrant | ||||||||
Warrants expired | 3,240,000 | |||||||
Exercise price | $ 0.15 | $ 0.15 | ||||||
Investor | ||||||||
Sale restricted common stock, Shares | 3,433,333 | |||||||
Sale restricted common stock, Amount | $ 258,000 | |||||||
Consultant | ||||||||
Stock Issued During Period, Shares, Issued for Services | 1,179,134 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 114,413 | |||||||
Warrant term | 5 years | |||||||
Warrant grant price | $ 0.15 |
NOTE 10 - STOCKHOLDERS' DEFIC_4
NOTE 10 - STOCKHOLDERS' DEFICIT: Schedule Of Stock Options (Details) | 9 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Text Block [Abstract] | |
Stock Options Outstanding at beginning | shares | 200,000 |
Options granted | shares | 30,000,000 |
Options cancelled | shares | 0 |
Options expired | shares | (100,000) |
Options exercised | shares | 0 |
Stock options Outstanding at end | shares | 30,100,000 |
Stock Options Outstanding, at beginning weighted average exercise price | $ / shares | $ 0.08 |
Stock options weighted average price granted | $ / shares | 0.05 |
Options cancelled weighted average price | $ / shares | |
Options expired weighted average price | $ / shares | 0.08 |
Options exercised weighted average price | $ / shares | |
Stock Options Outstanding at end, weighted average exercise price | $ / shares | $ 0.05 |
Stock Warrants, outstanding, beginning balance | shares | 4,420,000 |
Warrants, granted | shares | 0 |
Warrants, canceled | shares | 0 |
Warrants, expired | shares | (3,240,000) |
Warrants, exercised | shares | 0 |
Stock Warrants, outstanding, ending balance | shares | 1,180,000 |
Stock Warrant, outstanding, weighted average exercise price, beginning balance | $ / shares | $ 0.15 |
Stock Warrants granted, weighted average price granted | $ / shares | |
Warrants canceled, weighted average price | $ / shares | |
Warrants expired, weighted average price | $ / shares | 0.15 |
Warrants, exercised, weighted average price | $ / shares | |
Warrant, outstanding, weighted average exercise price, ending balance | $ / shares | $ 0.15 |
NOTE 10 - STOCKHOLDERS' DEFIC_5
NOTE 10 - STOCKHOLDERS' DEFICIT: Stock options and warrants outstanding and exercisable (Details) - $ / shares | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Stock Options Outstanding | 30,100,000 | 200,000 |
Stock Options Outstanding, weighted average exercise price | $ 0.05 | $ 0.08 |
Warrant | ||
Stock Options Outstanding | 4,420,000 | |
Exercisable | 4,420,000 | |
Stock Options Outstanding, weighted average exercise price | $ 0.15 | |
Outstanding, weighted average contractual remaining life (in Years) | 4 months 2 days | |
Exercisable, weighted average contractual remaining life (in Years) | 4 months 2 days | |
Exercisable, weighted average exercise price | $ 0.15 | |
$0.15 | Warrant | ||
Stock Options Outstanding | 1,180,000 | |
Exercisable | 1,180,000 | |
Stock Options Outstanding, weighted average exercise price | $ 0.15 | |
Outstanding, weighted average contractual remaining life (in Years) | 4 months 2 days | |
Employee Stock Option | ||
Stock Options Outstanding | 200,000 | |
Exercisable | 200,000 | |
Stock Options Outstanding, weighted average exercise price | $ 0.05 | |
Outstanding, weighted average contractual remaining life (in Years) | 4 years 11 months 15 days | |
Exercisable, weighted average contractual remaining life (in Years) | 4 years 11 months 15 days | |
Exercisable, weighted average exercise price | $ 0.05 | |
Employee Stock Option | $0.05 | ||
Stock Options Outstanding | 30,000,000 | |
Exercisable | 30,000,000 | |
Stock Options Outstanding, weighted average exercise price | $ 0.05 | |
Outstanding, weighted average contractual remaining life (in Years) | 4 years 11 months 23 days | |
Employee Stock Option | $0.07 | ||
Stock Options Outstanding | 100,000 | |
Exercisable | 100,000 | |
Stock Options Outstanding, weighted average exercise price | $ 0.07 | |
Outstanding, weighted average contractual remaining life (in Years) | 9 months 3 days |
NOTE 11 - RELATED PARTY TRANS_2
NOTE 11 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Aug. 09, 2017 | Nov. 30, 2018 | Sep. 19, 2018 | Jul. 28, 2017 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2017 | Oct. 02, 2018 |
Sale of common stock for cash, shares | 2,000,000 | 2,000,000 | |||||||||
Purchase of property, Plant, and Equipment | $ 25,543 | $ 0 | |||||||||
Common stock returned | 20,000,000 | 20,000,000 | |||||||||
Interest rate | 6.00% | 6.00% | |||||||||
Operating cost | $ 1,867,931 | $ 256,501 | 2,394,410 | $ 1,251,753 | $ 971,099 | ||||||
Loan from related party | $ 51,462 | 51,462 | |||||||||
Interest expense | 762 | ||||||||||
Accrued interest | $ 762 | $ 762 | |||||||||
Thomas Laws | |||||||||||
Assets pledged | $ 930,000 | ||||||||||
Related cost | $ 1,197,198 | ||||||||||
Secured Promissory Note | |||||||||||
Principal amount | $ 930,000 | $ 930,000 | |||||||||
Interest rate | 4.00% | ||||||||||
Maturity date | Sep. 30, 2018 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Purchase of property, Plant, and Equipment | 926,000 | ||||||||||
Purchase of Machinery and Equipment | $ 1,009,099 | ||||||||||
Funds expended description | Mr. Laws were misappropriated in the amount of $971,099 and a deposit of $38,000 was valid and refunded to the Company in a subsequent period. Of this amount, the $500,000 deposit that was to be made on the Alhambra Acquisition was subsequently determined never made the sellers. See NOTE 13 - Subsequent Events, Misappropriated Funds and Entry into a Material Definitive Agreement. | ||||||||||
Consulting fees | $ 125,000 |
NOTE 12 - LEGAL PROCEEDINGS (De
NOTE 12 - LEGAL PROCEEDINGS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 23, 2019 | Jul. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2018 | |
Interest rate | 6.00% | 6.00% | ||||||||
Interest expense | $ 127,800 | $ 127,800 | $ 161,583 | $ 164,556 | $ 491,177 | $ 508,764 | ||||
Boart Long year Company | ||||||||||
Principal amount | 158,480 | $ 158,480 | ||||||||
Interest rate | 5.25% | |||||||||
Accrued interest | $ 13,860 | 26,264 | $ 13,860 | $ 26,264 | $ 20,019 | |||||
Legal fees | 21,454 | |||||||||
Interest expense | 6,245 | 6,246 | ||||||||
Gain on trust debt forgiveness | 6,287 | |||||||||
Wagner Equipment | ||||||||||
Principal amount | 115,789 | $ 115,789 | ||||||||
Interest rate | 8.75% | |||||||||
Accrued interest | 26,875 | $ 45,045 | $ 26,875 | $ 45,045 | $ 37,440 | |||||
Interest expense | $ 7,605 | $ 7,605 | ||||||||
Gain on trust debt forgiveness | $ 4,591 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 10, 2020 | Jun. 30, 2020 | Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2017 | Aug. 14, 2020 | Oct. 02, 2018 | Sep. 19, 2018 |
Share Price | $ 0.055 | $ 0.055 | |||||||||||
Acquisition description | Company will acquire all the capital stock of Bullard’s Peak Corporation (which owns five patented claims and 82 unpatented claims in the Black Hawk district of New Mexico) from Black Hawk Consolidated Mines Company for a purchase price of $3,000,000, and the capital stock of Bullard’s Peak Corporation and the mining claims collateralize the full purchase price payment. The Company granted the seller a 2% net smelter return in perpetuity. The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims. Title to the claims will be transferred upon receipt by seller of the full purchase price. In August 2018, the Company was informed that the seller terminated the stock purchase agreement. Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Company’s prior breaches of the stock purchase agreement. On October 31, 2018, the Company paid the seller an additional $100,000. The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018. If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Company’s breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullard’s Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total cost of $3,115,365. | ||||||||||||
Properties Description | Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of Can$400,000 and the issuance of 10,000,000 shares of Company common stock. Title to these claims remained in trust with the sellers until payment in full. To date, the Company has paid to the sellers’ consideration of Can$260,000. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action. The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied. As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the Can$260,000. The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018). At the time of the filing of this report the agreements are being scheduled for arbitration by the Company attorney. At June 30, 2019, the Company impaired the investment in the amount of $210,116. | ||||||||||||
Operating cost | $ 1,867,931 | $ 256,501 | $ 2,394,410 | $ 1,251,753 | $ 971,099 | ||||||||
Secured Promissory Note | |||||||||||||
Principal amount | $ 930,000 | $ 930,000 | |||||||||||
Thomas Laws | |||||||||||||
Assets pledged | $ 930,000 | ||||||||||||
Related cost | $ 1,197,198 | ||||||||||||
Subsequent Event | Consultant | |||||||||||||
Restricted common shares purchased, Shares | 2,656,884 | ||||||||||||
Restricted common sthares purchased, Value | $ 237,381 | ||||||||||||
Subsequent Event | Investor | |||||||||||||
Restricted common shares purchased, Shares | 46,775,910 | ||||||||||||
Restricted common sthares purchased, Value | $ 2,893,980 | ||||||||||||
Restricted common stock issued for exercise of warrants, Shares | 2,750,000 | ||||||||||||
Subsequent Event | Investor | Minimum | |||||||||||||
Warrant exercise price | $ 0.05 | ||||||||||||
Subsequent Event | Investor | Maximum | |||||||||||||
Warrant exercise price | $ 0.07 | ||||||||||||
Subsequent Event | Chairman | |||||||||||||
Restricted common shares purchased, Shares | 7,892,858 | ||||||||||||
Restricted common sthares purchased, Value | $ 475,000 | ||||||||||||
Restricted common stock issued for exercise of warrants, Shares | 2,250,000 | ||||||||||||
Subsequent Event | Chief Financial Officer [Member] | |||||||||||||
Debt conversion, shares | 964,299 | ||||||||||||
Restricted common shares purchased, Shares | 2,000,000 | ||||||||||||
Restricted common sthares purchased, Value | $ 117,000 | $ 67,501 | |||||||||||
Warrant exercise price | $ 0.005 | $ 0.05 | |||||||||||
Amount converted for accrued salary | $ 100,000 | ||||||||||||
Loss on debt conversion | $ 17,000 | $ 19,287 | |||||||||||
Warrants issued | 1,000,000 | 482,149 | |||||||||||
Subsequent Event | Chief Financial Officer [Member] | Principal | |||||||||||||
Debt conversion, amount | $ 42,036 | ||||||||||||
Subsequent Event | Chief Financial Officer [Member] | Interest | |||||||||||||
Debt conversion, amount | $ 6,178 |
NOTE 13 - SUBSEQUENT EVENTS_ Su
NOTE 13 - SUBSEQUENT EVENTS: Summary of gain on debt extinguishment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 30, 2018 | Jun. 30, 2019 | |
Gain on debt extinguishment | $ 0 | $ 0 | $ 112,625 | $ 0 | |
Subsequent Event | |||||
Gain on debt extinguishment | $ 12,620,165 | ||||
Subsequent Event | Merger Agreement, loan balance | |||||
Gain on debt extinguishment | 1,745,092 | ||||
Subsequent Event | Merger Agreement, loan accrued interest | |||||
Gain on debt extinguishment | 2,155,335 | ||||
Subsequent Event | Merger Agreement accrued fees | |||||
Gain on debt extinguishment | 269,986 | ||||
Subsequent Event | Goldstream loan balance | |||||
Gain on debt extinguishment | 3,742,505 | ||||
Subsequent Event | Completion Guaranty accrued interest | |||||
Gain on debt extinguishment | 1,234,749 | ||||
Subsequent Event | Completion Guaranty Payable | |||||
Gain on debt extinguishment | 3,359,873 | ||||
Subsequent Event | Forbearance Agreement | |||||
Gain on debt extinguishment | $ 112,625 |