Document and Entity Information
Document and Entity Information - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | May 07, 2019 | |
Registrant Name | TOMBSTONE EXPLORATION CORP | |
Registrant CIK | 0001072772 | |
SEC Form | 20-F | |
Period End date | Dec. 31, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | tmbxf | |
Number of common stock shares outstanding | 666,651,265 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Shell Company | false | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Entity File Number | 000-29922 | |
Entity Incorporation, State Country Name | Canada | |
Entity Listing, Par Value Per Share | $ 0 | |
Principal Address | ||
Entity Address, Address Line One | 6529 E. Friess Drive | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85254 | |
Entity Address, Address Description | Address of principal executive offices | |
Contact Address | ||
Entity Address, Address Line One | Alan Brown | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85254 | |
Entity Address, Address Description | Name, address and telephone of Company contact person | |
Entity Address, Address Line Two | 6529 E. Friess Drive | |
City Area Code | 480 | |
Local Phone Number | 588-8920 | |
Phone Fax Number Description | Name, address and telephone of Company contact person |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||
Cash | $ 39,858 | $ 51,311 | $ 17,063 |
Total assets | 39,858 | 51,311 | 17,063 |
Current liabilities | |||
Accounts payable and accrued liabilities | 47,807 | 82,361 | 39,964 |
Due to related parties | 357,074 | 234,850 | 89,468 |
Notes payable | 110,500 | 0 | 0 |
Convertible debentures, net of unamortized discount of $nil, $32,250, and $65,134, respectively | 0 | 2,750 | 7,363 |
Derivative Liability, Current | 0 | 52,491 | 107,462 |
Total liabilities | 515,381 | 372,452 | 244,257 |
Commitments and contingencies | 0 | 0 | 0 |
Stockholders' Deficit | |||
Common Stock, Value | 22,117,962 | 21,593,370 | 20,826,027 |
Common stock subscribed | 0 | 120,000 | 50,000 |
Additional paid-in capital | 4,965,842 | 4,965,842 | 4,965,842 |
Accumulated deficit | (27,559,327) | (27,000,353) | (26,069,063) |
Total stockholders' deficit | (475,523) | (321,141) | (227,194) |
Total liabilities and stockholders' deficit | $ 39,858 | $ 51,311 | $ 17,063 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Details | |||
Debt Instrument, Unamortized Discount, Current | $ 0 | $ 32,250 | $ 65,134 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 | $ 0 |
Common Stock, Shares, Issued | 666,651,265 | 527,940,139 | 366,052,788 |
Common Stock, Shares, Outstanding | 666,651,265 | 527,940,139 | 366,052,788 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses | ||||
Consulting services | $ 137,074 | $ 27,032 | $ 55,756 | $ 70,849 |
General and administrative | 24,918 | 18,214 | 60,600 | 53,686 |
Management and directors' fees | 240,000 | 380,411 | 774,625 | 135,000 |
Mineral properties | 23,085 | 290,125 | 5,419 | 10,987 |
Professional fees | 95,114 | 111,647 | 64,373 | 77,495 |
Total operating expenses | 520,191 | 827,429 | 960,773 | 348,017 |
Loss before other income (expense) | (520,191) | (827,429) | (960,773) | (348,017) |
Other income (expense) | ||||
Accretion and interest expense | (33,192) | (89,485) | (81,488) | (166,733) |
Gain (loss) on settlement of debt | 23,577 | 24,125 | 2,754 | 0 |
Loss on change in fair value of derivative liabilities | (29,168) | (88,501) | (129,918) | (202,193) |
Gain on legal settlement | 0 | 50,000 | 0 | 0 |
Total other income (expense) | (38,783) | (103,861) | (208,652) | (368,926) |
Net loss | $ (558,974) | $ (931,290) | $ (1,169,425) | $ (716,943) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | 619,109,273 | 422,053,616 | 299,736,480 | 241,823,423 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Common Stock Subscribed | Retained Earnings | Total |
Equity Balance, Starting at Dec. 31, 2014 | $ 18,875,828 | $ 4,965,842 | $ 50,000 | $ (24,182,695) | $ (291,025) |
Shares Outstanding, Starting at Dec. 31, 2014 | 211,841,789 | ||||
Stock Issued During Period, Value, New Issues | $ 150,000 | 0 | 0 | 0 | 150,000 |
Stock Issued During Period, Shares, New Issues | 15,000,000 | ||||
Share issuance costs | $ 0 | 0 | (10,000) | 0 | (10,000) |
Stock Issued During Period, Value, Issued for Services | $ 5,900 | 0 | 0 | 0 | 5,900 |
Stock Issued During Period, Shares, Issued for Services | 500,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 442,282 | 0 | 0 | 0 | 442,282 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 23,944,123 | ||||
Common shares subscribed | $ 0 | 0 | 150,000 | 0 | 150,000 |
Net Income (Loss) | $ 0 | 0 | 0 | (716,943) | (716,943) |
Shares Outstanding, Ending at Dec. 31, 2015 | 251,285,912 | ||||
Equity Balance, Ending at Dec. 31, 2015 | $ 19,474,010 | 4,965,842 | 190,000 | (24,899,638) | (269,786) |
Stock Issued During Period, Value, New Issues | $ 50,000 | 0 | 0 | 0 | 50,000 |
Stock Issued During Period, Shares, New Issues | 5,000,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 611,125 | 0 | 0 | 0 | 611,125 |
Stock Issued During Period, Shares, Issued for Services | 54,000,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 540,412 | 0 | 0 | 0 | 540,412 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 39,966,876 | ||||
Stock Issued During Period, Value, Other | $ 140,000 | (140,000) | 0 | 0 | |
Stock Issued During Period, Shares, Other | 15,000,000 | ||||
Issuance of common shares for debt | $ 10,480 | 0 | 0 | 0 | 10,480 |
Issuance of common shares for debt, shares | 800,000 | ||||
Net Income (Loss) | $ 0 | 0 | 0 | (1,169,425) | (1,169,425) |
Shares Outstanding, Ending at Dec. 31, 2016 | 366,052,788 | ||||
Equity Balance, Ending at Dec. 31, 2016 | $ 20,826,027 | 4,965,842 | 50,000 | (26,069,063) | (227,194) |
Stock Issued During Period, Value, New Issues | $ 265,000 | 0 | 0 | 0 | 265,000 |
Stock Issued During Period, Shares, New Issues | 88,333,333 | ||||
Stock Issued During Period, Value, Issued for Services | $ 255,275 | 0 | 0 | 0 | 255,275 |
Stock Issued During Period, Shares, Issued for Services | 42,500,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 247,068 | 0 | 0 | 0 | 247,068 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 31,054,018 | ||||
Share subscriptions received | $ 0 | 0 | 120,000 | 0 | 120,000 |
Settlement of subscriptions received | 0 | 0 | (50,000) | 0 | (50,000) |
Net Income (Loss) | $ 0 | 0 | 0 | (931,290) | (931,290) |
Shares Outstanding, Ending at Dec. 31, 2017 | 527,940,139 | ||||
Equity Balance, Ending at Dec. 31, 2017 | $ 21,593,370 | 4,965,842 | 120,000 | (27,000,353) | (321,141) |
Stock Issued During Period, Value, New Issues | $ 175,000 | 0 | (120,000) | 0 | 55,000 |
Stock Issued During Period, Shares, New Issues | 58,333,332 | ||||
Stock Issued During Period, Value, Issued for Services | $ 254,410 | 0 | 0 | 0 | 254,410 |
Stock Issued During Period, Shares, Issued for Services | 61,500,000 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 95,182 | 0 | 0 | 0 | 95,182 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 18,877,797 | ||||
Net Income (Loss) | $ 0 | 0 | 0 | (558,974) | (558,974) |
Shares Outstanding, Ending at Dec. 31, 2018 | 666,651,268 | ||||
Equity Balance, Ending at Dec. 31, 2018 | $ 22,117,962 | $ 4,965,842 | $ 0 | $ (27,559,327) | $ (475,523) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities | ||||
Net loss | $ (558,974) | $ (931,290) | $ (1,169,425) | $ (716,943) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Accretion expense | 32,250 | 67,884 | 68,108 | 155,361 |
Common stock issued as commitment fee | 0 | 0 | 10,480 | 0 |
Common stock issued for services | 254,410 | 255,275 | 611,125 | 5,900 |
Depreciation expense | 0 | 0 | 2,262 | 3,623 |
Loss (gain) on settlement of debt | (23,577) | (24,125) | (2,754) | 0 |
Loss on change in fair value of derivative liabilities | 29,168 | 88,501 | 129,918 | 202,193 |
Penalty on default of convertible debt | 0 | 18,000 | 0 | 0 |
Gain on legal settlement | 0 | (50,000) | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Amounts receivable | 0 | 0 | 302 | (302) |
Deferred financing costs | 0 | 0 | 1,527 | 1,464 |
Accounts payable and accrued liabilities | (32,454) | 49,621 | 17,152 | 38,029 |
Due to related parties | 122,224 | 145,382 | 85,060 | 0 |
Net cash used in operating activities | (176,953) | (380,752) | (246,245) | (310,675) |
Financing Activities | ||||
Proceeds from issuance of common shares and share subscriptions | 55,000 | 385,000 | 50,000 | 300,000 |
Proceeds from issuance of convertible debt | 0 | 30,000 | 48,500 | 186,000 |
Proceeds from issuance of notes payable | 110,500 | 0 | 0 | 0 |
Repayments of convertible debt | 0 | 0 | 0 | (13,780) |
Repayments to related parties | 0 | 0 | 0 | (100) |
Net cash provided by financing activities | 165,500 | 415,000 | 98,500 | 472,120 |
Change in cash | (11,453) | 34,248 | (147,745) | 161,445 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 51,311 | 17,063 | 164,808 | 3,363 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 39,858 | 51,311 | 17,063 | 164,808 |
Non-cash Investing and Financing Activities | ||||
Common stock issued to settle debt and accrued interest | 95,182 | 247,068 | 747,578 | 442,282 |
Common stock issued for share subscriptions | 0 | 120,000 | 0 | 0 |
Supplemental Disclosures | ||||
Interest paid | 0 | 0 | 0 | 0 |
Income tax paid | $ 0 | $ 0 | $ 0 | $ 0 |
1. Nature of Operations and Goi
1. Nature of Operations and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
1. Nature of Operations and Going Concern | 1. Nature of Operations and Going Concern Tombstone Exploration Corporation (the “Company”) was incorporated under the Canada Business Corporations Act on October 30, 1997 as 3430502 Canada Ltd. On December 4, 1997, the Company changed its name to Four Crown Foods Inc., with its principal operations focused on the food and beverage retail business. In April 2000, upon acquisition of the license rights to a domain registration, the Company discontinued its operations in the food and beverage retail industry and formally changed its name to Universal Domains Incorporated on June 5, 2000. In 2001, the Company withdrew from the domain registration business and acquired 100% of the issued and outstanding common shares of VCL Communications Corp. (“VCL”), a teleconferencing services company that targeted clients throughout North America. In November 2003, given the Company’s liabilities and the lack of profitability, the Company ceased all operations. On September 20, 2004, the Company focused its operations on the exploration, development, production, and acquisition of crude oil and natural gas properties, changing its name to Pure Capital Incorporated. On November 1, 2006, the Company commenced negotiations to acquire several mining and mineral right claims which was closed on December 4, 2006 where the Company acquired 100% of the mineral claims located in Tombstone, Arizona in exchange for $100,000 and the issuance of 8,000,000 common shares of the Company. Effectively, on February 6, 2007, the Company changed its name to Tombstone Exploration Corporation to better reflect the Company’s current business objective and strategies. These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at December 31, 2018, the Company did not record any revenues, had a working capital deficit of $475,523 and an accumulated deficit of $27,559,327 . The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s plan of action over the next twelve months is to raise capital financing to conduct exploration and drilling on its mineral property claims held in Tombstone, Arizona as well as exploring for new mineral property claims in the United States. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its subsidiary, Tombstone Exploration and Mining Corporation. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is December 31. (b) Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long lived assets, fair value of stock-based compensation, valuation of convertible debentures and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2018, 2017, and 2016, the Company had no cash equivalents. (d) Impairment of Long-Lived Assets In accordance with ASC 360, Property Plant and Equipment (e) Mineral Properties Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. (f) Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 505, Equity Share-Based Payments (g) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, (h) Comprehensive Loss ASC 220, Comprehensive Income, (i) Derivative liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations. Debt discounts are recorded and accreted over the expected life of the liability. (j) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. (k) Basic Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share nil (2017 – 11,314,655 ; 2016 - 19,437,321 ) potentially dilutive shares from outstanding convertible debts. (l) Financial Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to related parties, and convertible debentures. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company’s operations are in the United States, and has minimal transactions and limited exposure to changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2018, 2017, and 2016 on a recurring basis: December 31, 2016 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - (107,462) (129,918) December 31, 2017 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - (52,491) (88,501) December 31, 2018 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - - (29,168) (m) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, (n) Recent Accounting Pronouncements In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3. Notes Payable
3. Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
3. Notes Payable | 3. Notes Payable (a) During the year ended December 31, 2018, the Company received $110,500 (2017 - $nil; 2016 - $nil) in notes payable from an unrelated party. The amounts owing are unsecured, non-interest bearing, and due on demand. |
4. Convertible Debentures
4. Convertible Debentures | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
4. Convertible Debentures | 4. Convertible Debentures December 31, 2018 $ December 31, 2017 $ December 31, 2016 $ Power Up Lending Group Ltd. on August 2, 2017, unsecured, bears interest at 12% per annum, due May 15, 2018 and convertible into common stock at 58% of average of the three lowest trading prices for the ten trading days prior to conversion – 35,000 – Power Up Lending Group Ltd. on December 19, 2016, unsecured, bears interest at 8% per annum, due September 30, 2017 and convertible into common stock at 58% of average of the three lowest trading prices for the ten trading days prior to conversion – – 33,000 Crown Bridge Partners, LLC. on September 13, 2016, unsecured, bears interest at 8% per annum, due September 30, 2017 and convertible into common stock at 58% of average of the two lowest trading prices for the ten trading days prior to conversion – – 30,000 Crown Bridge Partners, LLC. on September 28, 2015, unsecured, bears interest at 10% per annum, due September 28, 2016 and convertible into common stock at 58% of average of the two lowest trading prices for the ten trading days prior to conversion – – 9,497 – 35,000 72,497 Less: unamortized discount – (32,250) (65,134) – 2,750 7,363 During the year ended December 31, 2018, the Company recorded interest and accretion expense of $33,192 (2017 - $89,485 ; 2016 - $81,488 ). |
5. Derivative liability
5. Derivative liability | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
5. Derivative liability | 5 . Derivative liability The Company records the fair value of the reset provision of its exercise price of share purchase warrants in accordance with ASC 815, Derivatives and Hedging During the year ended December 31, 2018, the Company recorded a loss on the change in fair value of the derivative liability of $29,168 (2017 – $88,501; 2016 - $129,918). As at December 31, 2018 The following inputs and assumptions were used to value the derivative liabilities outstanding during the years ended December 31, 2018 and 2017, assuming no dividend yield: December 31, 2018 December 31, 2017 December 31, 2016 Expected volatility 260-288% 89-269% 188-270% Risk free rate 1.58-1.68% 0.99-1.32% 0.24-1.06% Expected life (in years) 0.2 0.1-0.8 0.2-2.0 A summary of the activity of the derivative liability is shown below: $ Balance, December 31, 2015 292,320 Derivative loss due to new issuances 29,422 Debt discount 63,000 Adjustment for conversion (374,776) Mark to market adjustment 97,496 Balance, December 31, 2016 107,462 Derivative loss due to new issuances 25,926 Debt discount 35,000 Adjustment for conversion (178,473) Mark to market adjustment 62,576 Balance, December 31, 2017 52,491 Adjustment for conversion (81,659) Mark to market adjustment 29,168 Balance, December 31, 2018 – |
6. Common Shares
6. Common Shares | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
6. Common Shares | 6. Common Shares Year Ended December 31, 2018 (a) On January 12, 2018 , the Company issued 48,333,332 common shares for proceeds of $145,000 , of which $120,000 was received as at December 31, 2017. Of this amount, 21,666,666 common shares were issued to directors of the Company for proceeds of $65,000 which were all received as at December 31, 2017. (b) On January 12, 2018 , the Company issued 1,500,000 common shares for consulting services with a fair value of $9,000 . (c) On February 6, 2018 , the Company issued 6,403,941 common shares with a fair value of $38,424 upon the conversion of $13,000 of convertible debentures and derivative liability of $39,041 resulting in a gain on settlement of $13,617 . (d) On February 14, 2018 , the Company issued 6,862,745 common shares with a fair value of $34,314 upon the conversion of $14,000 of convertible debentures and derivative liability of $26,289 resulting in a gain on settlement of $5,975 . (e) On March 6, 2018 , the Company issued 5,611,111 common shares with a fair value of $22,444 upon the conversion of $8,000 of convertible debentures, $2,100 of accrued interest, and $16,329 of derivative liability resulting in a gain on settlement of $3,985 . (f) Between April 2018 and July 2018, the Company issued 10,000,000 common shares for proceeds of $30,000 to a director of the Company and family members of a director of the Company. (g) On August 20, 2018 , the Company issued 35,000,000 common shares for consulting services with a fair value of $145,411 . (h) On August 27, 2018 , the Company issued 15,000,000 common shares to directors and officers of the Company for services with a fair value of $60,000 . (i) On August 27, 2018 , the Company issued 10,000,000 common shares for services with a fair value of $40,000 , which included 5,000,000 common shares with a fair value of $20,000 to a director of the Company. Year Ended December 31, 2017 (j) On February 1, 2017 , the Company issued 5,820,237 common shares with a fair value of $46,562 for the conversion of $9,497 of convertible debenture, $3,499 of accrued interest, and $41,864 of derivative liability resulting in a gain on settlement of $8,298 . (k) On May 11, 2017 , the Company issued 33,333,333 common shares for proceeds of $100,000 , 8,333,333 for $25,000 of which were issued to a Director. (l) On August 8, 2017 , the Company 2,400,000 common shares with a fair value of $21,600 for the conversion of $12,000 of financing fees and $12,976 of derivative liability resulting in a gain on settlement of $3,376 . (m) On August 10, 2017 , the Company issued 2,727,273 common shares with a fair value of $21,818 for the conversion of $12,000 of convertible debenture and $13,043 of derivative liability resulting in a gain on settlement of $3,225 . (n) On August 11, 2017 , the Company issued 20,000,000 common shares for proceeds of $60,000 . (o) On August 22, 2017 , the Company issued 3,614,458 common shares with a fair value of $25,301 for the conversion of $10,500 of convertible debenture, $4,500 of financing fees, and $13,962 of derivative liability resulting in a gain on settlement of $3,661 . (p) On August 28, 2018 , the Company issued 2,600,000 common shares with a fair value of $20,800 for the conversion of $7,612 of convertible debenture, $500 of financing fees, and $13,382 of derivative liability resulting in a gain on settlement of $694 . (q) On September 5, 2017 , the Company issued 3,283,333 common shares with a fair value of $19,700 for the conversion of $10,500 of convertible debenture, $1,320 of accrued interest, and $8,692 of derivative liability resulting in a gain on settlement of $812 . (r) On September 14, 2017 , the Company issued 3,700,000 common shares with a fair value of $22,200 for the conversion of $7,492 of convertible debenture, $500 of financing fees, and $14,547 of derivative liability resulting in a gain on settlement of $339 . (s) On September 28, 2017 , the Company issued 6,908,717 common shares with a fair value of $69,087 for the conversion of $14,896 of convertible debentures, $2,405 of accrued interest, $500 of financing fees, and $52,264 of derivative liability resulting in a gain on settlement of $3,721 . (t) On November 12, 2017 , the Company issued 26,666,667 common shares for proceeds of $80,000 , 10,000,000 and $30,000 of which were issued to a Director. (u) On November 12, 2017 , the Company issued 17,500,000 common share s to officers and directors of the Company for services with a fair value of $125,411 . (v) On November 12, 2017 , the Company issued 25,000,000 common shares for services with a fair value of $129,863 . Year Ended December 31, 2016 (w) On January 11, 2016 , the Company issued 15,000,000 common shares at $0.01 per share for proceeds of $150,000 , which were received during the year ended December 31, 2015. In connection with the share issuance, the Company incurred share issuance costs of $10,000. (x) On February 4, 2016 , the Company issued 5,000,000 common shares to a director at $0.01 per share for proceeds of $50,000 . (y) On September 16, 2016 , the Company issued 800,000 common shares with a fair value of $10,480 as part of the convertible debt entered on September 13, 2016. (z) On October 27, 2016 , the Company issued 35,000,000 common shares with a fair value of $397,125 to directors of the Company as director's fee. (aa) On October 27, 2016 , the Company issued 17,500,000 common shares with a fair value of $197,500 for consulting services. (bb) On October 27, 2016 , the Company issued 1,500,000 common shares with a fair value of $16,500 for legal services. (cc) During the year ended December 31, 2016, the Company issued an aggregate of 39,966,876 common shares with a fair value of $540,412 upon the conversion of $165,636 of convertible notes payable and accrued interest. |
7. Related Party Transactions
7. Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
7. Related Party Transactions | 7. Related Party Transactions (a) As at December 31, 2018, the Company owed $357,074 (2017 - $234,850 ) to the President of the Company for management fees incurred and financing of day-to-day operations. The amounts owing are unsecured, non-interest bearing, and due on demand. (b) During the year ended December 31, 2018, the Company incurred $180,000 (2017 - $180,000 ; 2016 - $180,000 ; 2015 - $135,000 ) to the President of the Company for management fees. (c) During the year ended December 31, 2018, the Company incurred $60,000 (2017 - $200,411 ; 2016 - $568,250 ; 2015 - $nil ) of share-based compensation to directors of the Company. (d) See |
8. Income Taxes
8. Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
8. Income Taxes | 8. Income Taxes The Company has $12,132,600 of net operating losses to carry forward to offset taxable income in future years which expire through fiscal 2036. The components of the net deferred tax asset at December 31, 2018, 2017, and 2016, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below: 2018 $ 2017 $ 2016 $ Loss Before Taxes (558,974) (931,290) (1,169,425) Statutory rate 21% 34% 34% Computed expected tax recovery (117,384) (316,639) (397,605) Non-deductible expenses 7,946 44,968 67,418 Change in tax rates 1,511,910 – – Change in valuation allowance (1,402,472) 271,671 330,187 Income tax expense – – – 2018 $ 2017 $ 2016 $ Deferred tax asset Cumulative net operating losses 2,551,755 3,954,227 3,682,558 Less valuation allowance (2,551,755) (3,954,227) (3,682,558) Net deferred tax asset – – – The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating: Expiration Net Date of Loss Operating Period Incurred $ Losses December 31, 2006 159,600 2026 December 31, 2007 2,310,000 2027 December 31, 2008 2,638,800 2028 December 31, 2009 1,665,000 2029 December 31, 2010 944,400 2030 December 31, 2011 631,600 2031 December 31, 2012 391,900 2032 December 31, 2013 252,000 2033 December 31, 2014 444,900 2034 December 31, 2015 365,600 2035 December 31, 2016 971,100 2036 December 31, 2017 799,000 2037 December 31, 2018 521,100 2038 12,095,000 |
9. Subsequent Events
9. Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
9. Subsequent Events | 9. Subsequent Events (a) On January 9, 2019 , the Company entered into an agreement with a non-related party for interest in a limestone project in Bahamas for $500,000, of which $350,000 is due immediately and the balance owing is due within 90 days of the agreement. Under the terms of the agreement, the Company is to receive a royalty payment of $0.50 per tonne of limestone generated by the project. The final payment of $150,000 was extended to June 30, 2019. (b) On January 15, 2019 , the Company entered into a non-recourse promissory note for $50,000 . The note is secured by future revenues of the Company , bears interest at 15% per annum, and payable in eight quarterly payments commencing on April 30, 2019 with a full balance of the indebtedness due on or before January 31, 2021 . The note is subject to an additional 5% interest penalty if the note is still outstanding on each of January 31, 2019, 2020, and 2021, payable with restricted stock. (c) On January 31, 2019 , the Company entered into a non-recourse promissory note for $150,000 . The note is secured by future revenues of the Company , bears interest at 15% per annum, and payable in eight quarterly payments commencing on April 30, 2019 with a full balance of the indebtedness due on or before January 31, 2021 . The note is subject to an additional 5% interest penalty if the note is still outstanding on each of January 31, 2019, 2020, and 2021, payable with restricted stock. (d) On January 31, 2019 , the Company entered into a non-recourse promissory note for $150,000 . The note is secured by future revenues of the Company , bears interest at 15% per annum, and payable in eight quarterly payments commencing on April 30, 2019 with a full balance of the indebtedness due on or before January 31, 2021 . The note is subject to an additional 5% interest penalty if the note is still outstanding on each of January 31, 2019, 2020, and 2021, payable with restricted stock. (e) Subsequent to December 31, 2018, the Company received $435,000 in share subscriptions for the issuance of 145,000,000 common shares of the Company at $0.003 per share, which included 66,666,666 common shares for $200,000 received from directors of the Company. As of the date of filing, the common shares have not been issued. (f) On April 2, 2019 , the Company paid $310,000 to Gold Rock Resources (“Gold Rock”) for a 40% interest in Bonaza Mining |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies: (a) Basis of Presentation and Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(a) Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its subsidiary, Tombstone Exploration and Mining Corporation. All inter-company accounts and transactions have been eliminated. The CompanyÂ’s fiscal year-end is December 31. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies: (b) Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(b) Use of Estimates | (b) Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long lived assets, fair value of stock-based compensation, valuation of convertible debentures and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the CompanyÂ’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies: (c) Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(c) Cash and Cash Equivalents | (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2018, 2017, and 2016, the Company had no cash equivalents. |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies: (d) Impairment of Long-Lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(d) Impairment of Long-Lived Assets | (d) Impairment of Long-Lived Assets In accordance with ASC 360, Property Plant and Equipment |
2. Summary of Significant Acc_6
2. Summary of Significant Accounting Policies: (e) Mineral Properties (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(e) Mineral Properties | (e) Mineral Properties Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. |
2. Summary of Significant Acc_7
2. Summary of Significant Accounting Policies: (f) Stock-Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(f) Stock-Based Compensation | (f) Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 505, Equity Share-Based Payments |
2. Summary of Significant Acc_8
2. Summary of Significant Accounting Policies: (g) Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(g) Income Taxes | (g) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, |
2. Summary of Significant Acc_9
2. Summary of Significant Accounting Policies: (h) Comprehensive Loss (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(h) Comprehensive Loss | (h) Comprehensive Loss ASC 220, Comprehensive Income, |
2. Summary of Significant Ac_10
2. Summary of Significant Accounting Policies: (i) Derivative liability (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(i) Derivative liability | (i) Derivative liability From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is recorded at its fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations. Debt discounts are recorded and accreted over the expected life of the liability. |
2. Summary of Significant Ac_11
2. Summary of Significant Accounting Policies: (j) Beneficial Conversion Features (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(j) Beneficial Conversion Features | (j) Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
2. Summary of Significant Ac_12
2. Summary of Significant Accounting Policies: (k) Basic and Diluted Net Income (Loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(k) Basic and Diluted Net Income (Loss) Per Share | (k) Basic Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share nil (2017 – 11,314,655 ; 2016 - 19,437,321 ) potentially dilutive shares from outstanding convertible debts. |
2. Summary of Significant Ac_13
2. Summary of Significant Accounting Policies: (l) Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(l) Financial Instruments | (l) Financial Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to related parties, and convertible debentures. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company’s operations are in the United States, and has minimal transactions and limited exposure to changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2018, 2017, and 2016 on a recurring basis: December 31, 2016 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - (107,462) (129,918) December 31, 2017 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - (52,491) (88,501) December 31, 2018 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - - (29,168) |
2. Summary of Significant Ac_14
2. Summary of Significant Accounting Policies: (m) Foreign Currency Translation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(m) Foreign Currency Translation | (m) Foreign Currency Translation The CompanyÂ’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, |
2. Summary of Significant Ac_15
2. Summary of Significant Accounting Policies: (n) Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
(n) Recent Accounting Pronouncements | (n) Recent Accounting Pronouncements In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “ Leases The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
2. Summary of Significant Ac_16
2. Summary of Significant Accounting Policies: (l) Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | December 31, 2016 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - (107,462) (129,918) December 31, 2017 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - (52,491) (88,501) December 31, 2018 Description Level 1 $ Level 2 $ Level 3 $ Total Gains and (Losses) $ Derivative liability - - - (29,168) |
4. Convertible Debentures_ Sche
4. Convertible Debentures: Schedule of Convertible Debentures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Convertible Debentures | December 31, 2018 $ December 31, 2017 $ December 31, 2016 $ Power Up Lending Group Ltd. on August 2, 2017, unsecured, bears interest at 12% per annum, due May 15, 2018 and convertible into common stock at 58% of average of the three lowest trading prices for the ten trading days prior to conversion – 35,000 – Power Up Lending Group Ltd. on December 19, 2016, unsecured, bears interest at 8% per annum, due September 30, 2017 and convertible into common stock at 58% of average of the three lowest trading prices for the ten trading days prior to conversion – – 33,000 Crown Bridge Partners, LLC. on September 13, 2016, unsecured, bears interest at 8% per annum, due September 30, 2017 and convertible into common stock at 58% of average of the two lowest trading prices for the ten trading days prior to conversion – – 30,000 Crown Bridge Partners, LLC. on September 28, 2015, unsecured, bears interest at 10% per annum, due September 28, 2016 and convertible into common stock at 58% of average of the two lowest trading prices for the ten trading days prior to conversion – – 9,497 – 35,000 72,497 Less: unamortized discount – (32,250) (65,134) – 2,750 7,363 |
5. Derivative liability_ Schedu
5. Derivative liability: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | December 31, 2018 December 31, 2017 December 31, 2016 Expected volatility 260-288% 89-269% 188-270% Risk free rate 1.58-1.68% 0.99-1.32% 0.24-1.06% Expected life (in years) 0.2 0.1-0.8 0.2-2.0 |
5. Derivative liability_ Sche_2
5. Derivative liability: Schedule of Summary of the activity of the derivative liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Summary of the activity of the derivative liability | $ Balance, December 31, 2015 292,320 Derivative loss due to new issuances 29,422 Debt discount 63,000 Adjustment for conversion (374,776) Mark to market adjustment 97,496 Balance, December 31, 2016 107,462 Derivative loss due to new issuances 25,926 Debt discount 35,000 Adjustment for conversion (178,473) Mark to market adjustment 62,576 Balance, December 31, 2017 52,491 Adjustment for conversion (81,659) Mark to market adjustment 29,168 Balance, December 31, 2018 – |
8. Income Taxes_ Schedule of Co
8. Income Taxes: Schedule of Components of the net deferred tax asset (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Components of the net deferred tax asset | 2018 $ 2017 $ 2016 $ Loss Before Taxes (558,974) (931,290) (1,169,425) Statutory rate 21% 34% 34% Computed expected tax recovery (117,384) (316,639) (397,605) Non-deductible expenses 7,946 44,968 67,418 Change in tax rates 1,511,910 – – Change in valuation allowance (1,402,472) 271,671 330,187 Income tax expense – – – |
8. Income Taxes_ Schedule of De
8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | 2018 $ 2017 $ 2016 $ Deferred tax asset Cumulative net operating losses 2,551,755 3,954,227 3,682,558 Less valuation allowance (2,551,755) (3,954,227) (3,682,558) Net deferred tax asset – – – |
8. Income Taxes_ Schedule of fi
8. Income Taxes: Schedule of fiscal year in which the loss was incurred and the expiration date (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of fiscal year in which the loss was incurred and the expiration date | Expiration Net Date of Loss Operating Period Incurred $ Losses December 31, 2006 159,600 2026 December 31, 2007 2,310,000 2027 December 31, 2008 2,638,800 2028 December 31, 2009 1,665,000 2029 December 31, 2010 944,400 2030 December 31, 2011 631,600 2031 December 31, 2012 391,900 2032 December 31, 2013 252,000 2033 December 31, 2014 444,900 2034 December 31, 2015 365,600 2035 December 31, 2016 971,100 2036 December 31, 2017 799,000 2037 December 31, 2018 521,100 2038 12,095,000 |
1. Nature of Operations and G_2
1. Nature of Operations and Going Concern (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Details | |||
Entity Incorporation, Date of Incorporation | Oct. 30, 1997 | ||
Entity Information, Former Legal or Registered Name | 3430502 Canada Ltd. | ||
Revenues | $ 0 | ||
Dividends | 0 | ||
Total stockholders' deficit | (475,523) | $ (321,141) | $ (227,194) |
Accumulated deficit | $ (27,559,327) | $ (27,000,353) | $ (26,069,063) |
2. Summary of Significant Ac_17
2. Summary of Significant Accounting Policies: (k) Basic and Diluted Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Details | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 11,314,655 | 19,437,321 |
2. Summary of Significant Ac_18
2. Summary of Significant Accounting Policies: (l) Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 | |||
Derivative liability | $ 0 | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 | |||
Derivative liability | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 | |||
Derivative liability | 0 | (52,491) | (107,462) |
Derivative liability | $ (29,168) | $ (88,501) | $ (129,918) |
4. Convertible Debentures_ Sc_2
4. Convertible Debentures: Schedule of Convertible Debentures (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 |
Long-term Debt, Gross | $ 0 | $ 35,000 | $ 72,497 | $ 0 |
Less: unamortized discount | 0 | (32,250) | (65,134) | 0 |
Convertible Debt | $ 0 | $ 2,750 | $ 7,363 | $ 0 |
Convertible Debenture 1 | ||||
Debt Instrument, Description | – | 35,000 | – | |
Debt Instrument, Issuance Date | Aug. 2, 2017 | |||
Debt Instrument, Collateral | unsecured | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||
Debt Instrument, Maturity Date | May 15, 2018 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common stock at 58% of average of the three lowest trading prices for the ten trading days prior to conversion | |||
Convertible Debenture 2 | ||||
Debt Instrument, Description | – | – | 33,000 | |
Debt Instrument, Issuance Date | Dec. 19, 2016 | |||
Debt Instrument, Collateral | unsecured | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Debt Instrument, Maturity Date | Sep. 30, 2017 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common stock at 58% of average of the three lowest trading prices for the ten trading days prior to conversion | |||
Convertible Debenture 3 | ||||
Debt Instrument, Description | – | – | 30,000 | |
Debt Instrument, Issuance Date | Sep. 13, 2016 | |||
Debt Instrument, Collateral | unsecured | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Debt Instrument, Maturity Date | Sep. 30, 2017 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common stock at 58% of average of the two lowest trading prices for the ten trading days prior to conversion | |||
Convertible Debenture 4 | ||||
Debt Instrument, Description | – | – | 9,497 | |
Debt Instrument, Issuance Date | Sep. 28, 2015 | |||
Debt Instrument, Collateral | unsecured | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||
Debt Instrument, Maturity Date | Sep. 28, 2016 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common stock at 58% of average of the two lowest trading prices for the ten trading days prior to conversion |
4. Convertible Debentures (Deta
4. Convertible Debentures (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||||
Accretion and interest expense | $ 33,192 | $ 89,485 | $ 81,488 | $ 166,733 |
5. Derivative liability (Detail
5. Derivative liability (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||||
Loss on change in fair value of derivative liabilities | $ 29,168 | $ 88,501 | $ 129,918 | $ 202,193 |
Derivative Liability, Current | $ 0 | $ 52,491 | $ 107,462 | $ 292,320 |
5. Derivative liability_ Sche_3
5. Derivative liability: Schedule of Derivative Liabilities at Fair Value (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Details | |||
Expected volatility | 260.00% | 89.00% | 188.00% |
Risk free rate | 1.58% | 0.99% | 0.24% |
Expected life (in years) | 2 months 12 days | 9 months 18 days | 2 years |
5. Derivative liability_ Sche_4
5. Derivative liability: Schedule of Summary of the activity of the derivative liability (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Details | |||
Derivative liability, Starting Balance | $ 52,491 | $ 107,462 | $ 292,320 |
Derivative loss due to new issuances | 25,926 | 29,422 | |
Debt discount | 35,000 | 63,000 | |
Adjustment for conversion | (81,659) | (178,473) | (374,776) |
Mark to market adjustment | 29,168 | 62,576 | 97,496 |
Derivative liability, Ending Balance | $ 0 | $ 52,491 | $ 107,462 |
6. Common Shares (Details)
6. Common Shares (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Transaction 1 | |||
Sale of Stock, Transaction Date | Jan. 12, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 48,333,332 common shares | ||
Shares, Issued | 48,333,332 | ||
Stock Issued | $ 145,000 | ||
Shares Transaction 2 | |||
Sale of Stock, Transaction Date | Jan. 12, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 1,500,000 common shares | ||
Shares, Issued | 1,500,000 | ||
Stock Issued | $ 9,000 | ||
Shares Transaction 3 | |||
Sale of Stock, Transaction Date | Feb. 6, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 6,403,941 common shares | ||
Shares, Issued | 6,403,941 | ||
Stock Issued | $ 38,424 | ||
Derivative liability | 39,041 | ||
Gain on settlement | $ 13,617 | ||
Shares Transaction 4 | |||
Sale of Stock, Transaction Date | Feb. 14, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 6,862,745 common shares | ||
Shares, Issued | 6,862,745 | ||
Stock Issued | $ 34,314 | ||
Derivative liability | 26,289 | ||
Gain on settlement | $ 5,975 | ||
Shares Transaction 5 | |||
Sale of Stock, Transaction Date | Mar. 6, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 5,611,111 common shares | ||
Shares, Issued | 5,611,111 | ||
Stock Issued | $ 22,444 | ||
Derivative liability | 16,329 | ||
Gain on settlement | $ 3,985 | ||
Shares Transaction 6 | |||
Sale of Stock, Description of Transaction | Company issued 10,000,000 common shares | ||
Shares, Issued | 10,000,000 | ||
Stock Issued | $ 30,000 | ||
Shares Transaction 6 | Minimum | |||
Sale of Stock, Transaction Date | Apr. 1, 2018 | ||
Shares Transaction 6 | Maximum | |||
Sale of Stock, Transaction Date | Jul. 31, 2018 | ||
Shares Transaction 7 | |||
Sale of Stock, Transaction Date | Aug. 20, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 35,000,000 common shares | ||
Shares, Issued | 35,000,000 | ||
Stock Issued | $ 145,411 | ||
Shares Transaction 8 | |||
Sale of Stock, Transaction Date | Aug. 27, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 15,000,000 common shares | ||
Shares, Issued | 15,000,000 | ||
Stock Issued | $ 60,000 | ||
Shares Transaction 9 | |||
Sale of Stock, Transaction Date | Aug. 27, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 10,000,000 common shares | ||
Shares, Issued | 10,000,000 | ||
Stock Issued | $ 40,000 | ||
Shares Transaction 10 | |||
Sale of Stock, Transaction Date | Feb. 1, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 5,820,237 common shares | ||
Shares, Issued | 5,820,237 | ||
Stock Issued | $ 46,562 | ||
Derivative liability | 41,864 | ||
Gain on settlement | $ 8,298 | ||
Shares Transaction 11 | |||
Sale of Stock, Transaction Date | May 11, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 33,333,333 common shares | ||
Shares, Issued | 33,333,333 | ||
Stock Issued | $ 100,000 | ||
Shares Transaction 12 | |||
Sale of Stock, Transaction Date | Aug. 8, 2017 | ||
Sale of Stock, Description of Transaction | Company 2,400,000 common shares | ||
Shares, Issued | 2,400,000 | ||
Stock Issued | $ 21,600 | ||
Derivative liability | 12,976 | ||
Gain on settlement | $ 3,376 | ||
Shares Transaction 13 | |||
Sale of Stock, Transaction Date | Aug. 10, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 2,727,273 common shares | ||
Shares, Issued | 2,727,273 | ||
Stock Issued | $ 21,818 | ||
Derivative liability | 13,043 | ||
Gain on settlement | $ 3,225 | ||
Shares Transaction 14 | |||
Sale of Stock, Transaction Date | Aug. 11, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 20,000,000 common shares | ||
Shares, Issued | 20,000,000 | ||
Stock Issued | $ 60,000 | ||
Shares Transaction 15 | |||
Sale of Stock, Transaction Date | Aug. 22, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 3,614,458 common shares | ||
Shares, Issued | 3,614,458 | ||
Stock Issued | $ 25,301 | ||
Derivative liability | 13,962 | ||
Gain on settlement | $ 3,661 | ||
Shares Transaction 16 | |||
Sale of Stock, Transaction Date | Aug. 28, 2018 | ||
Sale of Stock, Description of Transaction | Company issued 2,600,000 common shares | ||
Shares, Issued | 2,600,000 | ||
Stock Issued | $ 20,800 | ||
Derivative liability | 13,382 | ||
Gain on settlement | $ 694 | ||
Shares Transaction 17 | |||
Sale of Stock, Transaction Date | Sep. 5, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 3,283,333 common shares | ||
Shares, Issued | 3,283,333 | ||
Stock Issued | $ 19,700 | ||
Derivative liability | 8,692 | ||
Gain on settlement | $ 812 | ||
Shares Transaction 18 | |||
Sale of Stock, Transaction Date | Sep. 14, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 3,700,000 common shares | ||
Shares, Issued | 3,700,000 | ||
Stock Issued | $ 22,200 | ||
Derivative liability | 14,547 | ||
Gain on settlement | $ 339 | ||
Shares Transaction 19 | |||
Sale of Stock, Transaction Date | Sep. 28, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 6,908,717 common shares | ||
Shares, Issued | 6,908,717 | ||
Stock Issued | $ 69,087 | ||
Derivative liability | 52,264 | ||
Gain on settlement | $ 3,721 | ||
Shares Transaction 20 | |||
Sale of Stock, Transaction Date | Nov. 12, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 26,666,667 common shares | ||
Shares, Issued | 26,666,667 | ||
Stock Issued | $ 80,000 | ||
Shares Transaction 21 | |||
Sale of Stock, Transaction Date | Nov. 12, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 17,500,000 common share | ||
Shares, Issued | 17,500,000 | ||
Stock Issued | $ 125,411 | ||
Shares Transaction 22 | |||
Sale of Stock, Transaction Date | Nov. 12, 2017 | ||
Sale of Stock, Description of Transaction | Company issued 25,000,000 common shares | ||
Shares, Issued | 25,000,000 | ||
Stock Issued | $ 129,863 | ||
Shares Transaction 23 | |||
Sale of Stock, Transaction Date | Jan. 11, 2016 | ||
Sale of Stock, Description of Transaction | Company issued 15,000,000 common shares | ||
Shares, Issued | 15,000,000 | ||
Stock Issued | $ 150,000 | ||
Sale of Stock, Price Per Share | $ 0.01 | ||
Shares Transaction 24 | |||
Sale of Stock, Transaction Date | Feb. 4, 2016 | ||
Sale of Stock, Description of Transaction | Company issued 5,000,000 common shares | ||
Shares, Issued | 5,000,000 | ||
Stock Issued | $ 50,000 | ||
Sale of Stock, Price Per Share | $ 0.01 | ||
Shares Transaction 25 | |||
Sale of Stock, Transaction Date | Sep. 16, 2016 | ||
Sale of Stock, Description of Transaction | Company issued 800,000 common shares | ||
Shares, Issued | 800,000 | ||
Stock Issued | $ 10,480 | ||
Shares Transaction 26 | |||
Sale of Stock, Transaction Date | Oct. 27, 2016 | ||
Sale of Stock, Description of Transaction | Company issued 35,000,000 common shares | ||
Shares, Issued | 35,000,000 | ||
Stock Issued | $ 397,125 | ||
Shares Transaction 27 | |||
Sale of Stock, Transaction Date | Oct. 27, 2016 | ||
Sale of Stock, Description of Transaction | Company issued 17,500,000 common shares | ||
Shares, Issued | 17,500,000 | ||
Stock Issued | $ 197,500 | ||
Shares Transaction 28 | |||
Sale of Stock, Transaction Date | Oct. 27, 2016 | ||
Sale of Stock, Description of Transaction | Company issued 1,500,000 common shares | ||
Shares, Issued | 1,500,000 | ||
Stock Issued | $ 16,500 | ||
Shares Transaction 29 | |||
Sale of Stock, Description of Transaction | Company issued an aggregate of 39,966,876 common shares | ||
Shares, Issued | 39,966,876 | ||
Stock Issued | $ 540,412 |
7. Related Party Transactions (
7. Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
President of the Company for management fees incurred and financing of day-to-day operations | ||||
Due to related parties | $ 357,074 | $ 234,850 | ||
President of the Company for management fees | ||||
Costs and Expenses, Related Party | 180,000 | 180,000 | $ 180,000 | $ 135,000 |
To directors of the Company | ||||
Share-based Payment Arrangement, Noncash Expense | $ 60,000 | $ 200,411 | $ 568,250 | $ 0 |
8. Income Taxes (Details)
8. Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Net operating losses to carry forward to offset taxable income in future years | $ 12,132,600 |
8. Income Taxes_ Schedule of _2
8. Income Taxes: Schedule of Components of the net deferred tax asset (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||||
Net loss | $ (558,974) | $ (931,290) | $ (1,169,425) | $ (716,943) |
Federal Statutory Rate | 21.00% | 34.00% | 34.00% | |
Computed expected tax recovery | $ (117,384) | $ (316,639) | $ (397,605) | |
Non-deductible expenses | 7,946 | 44,968 | 67,418 | |
Change in tax rates | 1,511,910 | 0 | 0 | |
Change in valuation allowance | (1,402,472) | 271,671 | 330,187 | |
Income tax expense | $ 0 | $ 0 | $ 0 |
8. Income Taxes_ Schedule of _3
8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset | |||
Cumulative net operating losses | $ 2,551,755 | $ 3,954,227 | $ 3,682,558 |
Less valuation allowance | (2,551,755) | (3,954,227) | (3,682,558) |
Net deferred tax asset | $ 0 | $ 0 | $ 0 |
8. Income Taxes_ Schedule of _4
8. Income Taxes: Schedule of fiscal year in which the loss was incurred and the expiration date (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Net Loss incurred | $ 12,095,000 |
December 31, 2006 | |
Net Loss incurred | $ 159,600 |
Expiration Year of Operating Losses | 2,026 |
December 31, 2007 | |
Net Loss incurred | $ 2,310,000 |
Expiration Year of Operating Losses | 2,027 |
December 31, 2008 | |
Net Loss incurred | $ 2,638,800 |
Expiration Year of Operating Losses | 2,028 |
December 31, 2009 | |
Net Loss incurred | $ 1,665,000 |
Expiration Year of Operating Losses | 2,029 |
December 31, 2010 | |
Net Loss incurred | $ 944,400 |
Expiration Year of Operating Losses | 2,030 |
December 31, 2011 | |
Net Loss incurred | $ 631,600 |
Expiration Year of Operating Losses | 2,031 |
December 31, 2012 | |
Net Loss incurred | $ 391,900 |
Expiration Year of Operating Losses | 2,032 |
December 31, 2013 | |
Net Loss incurred | $ 252,000 |
Expiration Year of Operating Losses | 2,033 |
December 31, 2014 | |
Net Loss incurred | $ 444,900 |
Expiration Year of Operating Losses | 2,034 |
December 31, 2015 | |
Net Loss incurred | $ 365,600 |
Expiration Year of Operating Losses | 2,035 |
December 31, 2016 | |
Net Loss incurred | $ 971,100 |
Expiration Year of Operating Losses | 2,036 |
December 31, 2017 | |
Net Loss incurred | $ 799,000 |
Expiration Year of Operating Losses | 2,037 |
December 31, 2018 | |
Net Loss incurred | $ 521,100 |
Expiration Year of Operating Losses | 2,038 |
9. Subsequent Events (Details)
9. Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Event 1 | |
Subsequent Event, Date | Jan. 9, 2019 |
Subsequent Event, Description | Company entered into an agreement with a non-related party for interest in a limestone project in Bahamas |
Event 2 | |
Subsequent Event, Date | Jan. 15, 2019 |
Subsequent Event, Description | Company entered into a non-recourse promissory note for $50,000 |
Debt Instrument, Issuer | Company |
Debt Instrument, Description | non-recourse promissory note |
Debt Instrument, Face Amount | $ 50,000 |
Debt Instrument, Collateral | secured by future revenues of the Company |
Debt Instrument, Interest Rate, Stated Percentage | 15.00% |
Debt Instrument, Payment Terms | payable in eight quarterly payments commencing on April 30, 2019 |
Debt Instrument, Maturity Date | Jan. 31, 2021 |
Event 3 | |
Subsequent Event, Date | Jan. 31, 2019 |
Subsequent Event, Description | Company entered into a non-recourse promissory note for $150,000 |
Debt Instrument, Issuer | Company |
Debt Instrument, Description | non-recourse promissory note |
Debt Instrument, Face Amount | $ 150,000 |
Debt Instrument, Collateral | secured by future revenues of the Company |
Debt Instrument, Interest Rate, Stated Percentage | 15.00% |
Debt Instrument, Payment Terms | payable in eight quarterly payments commencing on April 30, 2019 |
Debt Instrument, Maturity Date | Jan. 31, 2021 |
Event 4 | |
Subsequent Event, Date | Jan. 31, 2019 |
Subsequent Event, Description | Company entered into a non-recourse promissory note for $150,000 |
Debt Instrument, Issuer | Company |
Debt Instrument, Description | non-recourse promissory note |
Debt Instrument, Face Amount | $ 150,000 |
Debt Instrument, Collateral | secured by future revenues of the Company |
Debt Instrument, Interest Rate, Stated Percentage | 15.00% |
Debt Instrument, Payment Terms | payable in eight quarterly payments commencing on April 30, 2019 |
Debt Instrument, Maturity Date | Jan. 31, 2021 |
Event 5 | |
Subsequent Event, Description | Company received $435,000 in share subscriptions |
Shares, Issued | shares | 145,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.003 |
Event 6 | |
Subsequent Event, Date | Apr. 2, 2019 |
Subsequent Event, Description | Company paid $310,000 to Gold Rock Resources (“Gold Rock”) for a 40% interest in Bonaza Mining Company |