Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | ATHENA GOLD CORP | |
Entity Central Index Key | 0001304409 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 60,282,320 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Small Business | true | |
Entity Emerging Growth | true | |
Entity ExTransition Period | false | |
Entity shell | false | |
Entity Interactive data | Yes | |
Entity File Number | 000-51808 | |
Entity Incorporation State Code | DE |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 32,077 | $ 8,986 |
Total current assets | 32,077 | 8,986 |
Mineral Rights - Excelsior Springs | 150,000 | 150,000 |
Total assets | 182,077 | 158,986 |
Current liabilities: | ||
Accounts payable | 64,472 | 61,149 |
Accrued liabilities - related parties | 0 | 96,500 |
Accrued interest | 22,261 | 21,189 |
Advances payable - related party | 13,298 | 21,898 |
Convertible note payable, net of discount of $1,831 and $7,324 | 49,439 | 43,946 |
Total current liabilities | 149,470 | 244,682 |
Total liabilities | 149,470 | 244,682 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock - $0.0001 par value; 250,000,000 shares authorized, 60,282,320 and 54,887,876 issued and outstanding | 6,028 | 5,489 |
Additional paid-in capital | 10,272,436 | 9,897,700 |
Accumulated deficit | (10,245,857) | (9,988,885) |
Total stockholders' equity (deficit) | 32,607 | (85,696) |
Total liabilities and stockholders' equity (deficit) | $ 182,077 | $ 158,986 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Discount on convertible notes | $ 1,831 | $ 7,324 |
Preferred stock, par value | $ 0.0001 | $ .0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 60,282,320 | 54,887,876 |
Common stock, shares outstanding | 60,282,320 | 54,887,876 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Exploration costs | $ 35,677 | $ 0 |
General and administrative expenses | 214,103 | 34,375 |
Total operating expenses | 249,780 | 34,375 |
Operating loss | (249,780) | (34,375) |
Other expense: | ||
Interest expense - Related party | 0 | (27,573) |
Interest expense | (7,192) | (1,668) |
Total other expense | (7,192) | (29,241) |
Net loss | $ (256,972) | $ (63,616) |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Basic and diluted weighted-average common shares outstanding | 59,455,715 | 36,532,320 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2019 | 36,202,320 | |||
Beginning balance, value at Dec. 31, 2019 | $ 3,653 | $ 6,618,495 | $ (9,506,948) | $ (2,884,800) |
Net loss | (63,616) | (63,616) | ||
Ending balance, shares at Mar. 31, 2020 | 36,202,320 | |||
Ending balance, value at Mar. 31, 2020 | $ 3,653 | 6,618,495 | (9,570,465) | (2,948,416) |
Beginning balance, shares at Dec. 31, 2020 | 54,887,876 | |||
Beginning balance, value at Dec. 31, 2020 | $ 5,489 | 9,897,700 | (9,988,885) | (85,696) |
Conversion of management fees payable, shares | 2,144,444 | |||
Conversion of management fees payable, value | $ 214 | 96,286 | 96,500 | |
Common stock sold in private placement, shares | 3,000,000 | |||
Common stock sold in private placement, value | $ 300 | 142,200 | 142,500 | |
Common stock sold in private placement - related party, shares | 250,000 | |||
Common stock sold in private placement - related party, value | $ 25 | 7,475 | 7,500 | |
Stock based compensation | 128,775 | 128,775 | ||
Net loss | (256,972) | (256,972) | ||
Ending balance, shares at Mar. 31, 2021 | 60,282,320 | |||
Ending balance, value at Mar. 31, 2021 | $ 6,028 | $ 10,272,436 | $ (10,245,857) | $ 32,607 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (256,972) | $ (63,616) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 5,493 | 0 |
Stock based compensation | 128,775 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | 3,323 | 14,344 |
Accrued interest - related parties | 0 | 27,573 |
Accrued liabilities and other liabilities | 1,072 | (3,980) |
Net cash used in operating activities | (118,309) | (25,679) |
Cash flows from financing activities: | ||
Proceeds from advances from related parties | 9,245 | 125 |
Payments on advances from related parties | (17,845) | (4,575) |
Proceeds from sales of common stock to related parties | 7,500 | 0 |
Proceeds from sales of common stock | 142,500 | 0 |
Borrowings from credit facility and notes payable - related parties | 0 | 42,750 |
Net cash provided by financing activities | 141,400 | 38,300 |
Net increase (decrease) in cash | 23,091 | 12,621 |
Cash at beginning of period | 8,986 | 117 |
Cash at end of period | 32,077 | 12,738 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 627 | 648 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash transactions | ||
Conversion of management fees payable | $ 96,500 | $ 0 |
1. Organization, Basis of Prese
1. Organization, Basis of Presentation, Liquidity and Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation, Liquidity and Going Concern | Note 1 – Organization, Basis of Presentation, Liquidity and Going Concern Nature of Operations Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003 and began our mining operations in 2010. In December 2009, we formed and organized a wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Tripower Resources Inc., a company controlled by Mr. John Gibbs, a related party, in a non-cash exchange. This transaction is discussed in further detail in our Annual Report on Form 10-K for the year ended December 31, 2020. Effective December 15, 2020, Athena entered into a definitive Property Option Agreement with Nubian Resources Ltd. (“Nubian”) (TSXV: NBR), pursuant to which Nubian has granted Athena the option to acquire a 100% interest in Nubian’s Excelsior Springs exploration project located in Esmeralda County, Nevada. Details of this transaction are further discussed in Note 2 – Mineral Rights – Excelsior Springs. Our primary focus going forward will be to continue evaluating of our properties, and possible acquisitions of additional mineral rights and exploration, all of which will require additional capital. Further information regarding our mineral rights are discussed below in Note 2 – Mineral Rights – Excelsior Springs, as well as in our Annual Report on Form 10-K for the year ended December 31, 2020. Basis of Presentation On December 31, 2020 we sold our wholly-owned subsidiary, Athena Minerals Inc. to a related party shareholder in a non-cash exchange. As such, operating results for all reporting periods prior to January 1, 2021 include the operations of Athena Minerals, Inc., while all reporting periods subsequent to December 31, 2020 do not include the operations of Athena Minerals, Inc. We prepared these interim financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2021 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Reclassifications Certain reclassifications may have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Recent Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. Liquidity and Going Concern Our interim financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2021, we had not yet achieved profitable operations and we have accumulated losses of $10,245,857 since our inception. We expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. During the quarter ended March 31, 2021 we sold 5,000,000 shares of common stock in private placements realizing proceeds of $150,000. We anticipate that future funding will be in the form of additional equity financing from the sale of our common stock, or loans from officers, directors or significant shareholders. Currently, there are no arrangements in place for additional equity funding or new loans. COVID-19 pandemic |
2. Mineral Rights - Excelsior S
2. Mineral Rights - Excelsior Springs | 3 Months Ended |
Mar. 31, 2021 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Rights - Excelsior Springs | Note 2 – Mineral Rights - Excelsior Springs Effective December 15, 2020, Athena entered into a definitive Property Option Agreement with Nubian Resources Ltd. (“Nubian”) (TSXV: NBR), pursuant to which Nubian has granted Athena the option to acquire a 100% interest in Nubian’s Excelsior Springs exploration project located in Esmeralda County, Nevada. The Option is exercisable in two tranches: the first tranche was exercised immediately pursuant to which the Company acquired a 10% interest in Excelsior Springs in consideration of issuing to Nubian an aggregate of 5,000,000 shares of Athena Gold Corporation common stock. On December 15, 2020 the company issued the 5,000,000 shares of its common stock valued at $0.03 per share totaling $150,000. The second tranche is exercisable on or before December 31, 2021 to purchase an additional 90% interest in Excelsior Springs in consideration of issuing to Nubian an additional 45 million shares of Athena common stock. Should both options be exercised, Nubian will hold 50 million shares of Athena common stock, which will be subject to a six-month lockup. Athena’s agreement with Nubian includes 100% of the 140 unpatented claims at Excelsior Springs with two additional patented claims held under a lease option that are subject to a 2% net smelter returns royalty on gold production. Under the terms of the Option Agreement, Nubian will retain a 1% net smelter returns royalty (“ NSR Royalty |
3. Fair Value of Financial Inst
3. Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments Financial assets and liabilities recorded at fair value in our balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments. |
4. Convertible Note Payable
4. Convertible Note Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 4 – Convertible Note Payable Effective April 1, 2015, the Company executed a convertible promissory note (the “Note”) in the principal amount of $51,270 in favor of Clifford Neuman, the Company’s legal counsel, representing accrued and unpaid fees for past legal services. The Note is unsecured and accrues interest at the rate of 6% per annum, compounded quarterly, and is due on demand. The principal and accrued interest due under the Note may be converted, at the option of the holder, into shares of the Company’s common stock. On April 24, 2020, the Company agreed to reduce the conversion price from $0.0735 per share to $0.021 per share. All other terms of the convertible note remain unchanged, and therefore did not change the cash flows of the note. The Company determined the transaction was considered an extinguishment because of the change in conversion price in which no gain or loss was recorded according to ASC 470-50. However, because the conversion price was reduced below the $0.03 market value on the date of the change, a beneficial conversion feature resulted from the price reduction in the amount of $21,973, which was accounted for as a discount to the debt and a corresponding increase in additional paid in capital. The debt discount is being amortized on a straight-line basis over one year to interest expense. A total of $5,493 was amortized to interest expense during the three months ended March 31, 2021. At December 31, 2020 and March 31, 2021, a total of $7,324 and $1,831, respectively, of unamortized discounts remained and are presented as a reduction of the Note principle on the accompanying balance sheets. Accrued interest totaled $22,261 and $21,189 at March 31, 2021 and December 31, 2020, respectively, and is shown as Accrued interest on the accompanying balance sheets. Total interest expense associated with this Note was $6,565 and $1,020 for the three months ended March 31, 2021 and 2020, respectively. |
5. Common Stock
5. Common Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Note 5 – Common Stock On January 1, 2021 Mr. John Power, the Company’s CEO/CFO agreed to convert accrued management fees totaling $96,500. As a result, we issued 2,144.444 shares of common stock at a price of $0.045 per share. During the quarter ended March 31, 2021, we sold 5,000,000 shares of common stock to six individuals at a price of $0.03 per share, realizing total proceeds of $150,000. The sales included 250,000 purchased by Mr. John Gibbs, a significant shareholder.Shares totaling 1,750,000 had not been issued as of this report date. As such the total proceeds of $52,500 have been recorded as an addition to paid in capital. |
6. Share-based Compensation
6. Share-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 6 – Share Based Compensation On March 22, 2021 the Company issued a total of 2,000,000 non-statutory stock options to four individuals, three of which are Directors of the Company, the other an independent technical consultant that is helping design our 2021 exploration programs at Excelsior Spring. Upon vesting, each option is exercisable to purchase one share of common stock at a price of $0.09 per share. The options vest 50% upon issuance, and 25% on each of the 1 st nd We estimated the fair value of the options using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the options. The total estimated fair value of the options utilized the following assumptions: Expected volatility 184% Contractual term 5 years Risk free interest rate 0.87% Expected dividend rate 0% The calculations resulted in the total fair value of the options issued to be $197,552. We expense share-based compensation, adjusted for estimated forfeitures, using the straight-line method over the vesting term of the award for our employees and directors and over the expected service term for our non-employee consultants. As such, a stock based compensation charge of $98,775 was recorded on March 22, 2021, representing all vested options, and is included in administrative expenses on the accompanying Statement of Operations. Also on March 22, 2021 the Company agreed to issue a total of 300,000 restricted stock units at a price of $0.10 per share to the independent technical consultant helping design our 2021 exploration programs at Excelsior Springs. However, the shares shall not be issued until such time the individual either provides a written request or his termination date, whichever is sooner. The shares shall have no voting rights until issued. As such, we have recorded stock-based compensation in the amount of $30,000 which was charged to exploration costs on the accompanying Statement of Operations. We have charged the $30,000 to stock based compensation, but since the shares have not been issued, we have recorded the full amount as an addition to paid in capital. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies We are subject to various commitments and contingencies as discussed in Note 2 – Mineral Rights – Excelsior Springs. |
8. Related Party Transactions
8. Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Conflicts of Interests Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. John Power is a significant shareholder of both Athena and Magellan and an officer and director of Athena. Mr. John Gibbs is a significant shareholder in both Athena and Magellan. Athena and Magellan are both involved in the business of acquisition and exploration of mineral resources. Silver Saddle Resources, LLC (“Silver Saddle”) is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and Silver Saddle are both involved in the business of acquisition and exploration of mineral resources. There exists no arrangement or understanding with respect to the resolution of future conflicts of interest. The existence of common ownership and common management could result in significantly different operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous. Management Fees – Related Parties The Company is subject to a month-to-month management agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena. For each of the three months ended March 31, 2021 and 2020, a total of $7,500 was recorded as management fees and are included in general and administrative expenses in the accompanying statements of operations. At March 31, 2021 and December 31, 2020, $-0- and $96,500, respectively, of management fees due to Mr. Power had not been paid and are included in accrued liabilities – related parties on the accompanying consolidated balance sheets. On January 1, 2021, the Company agreed to convert the $96,500 balance of management fees due Mr. Power into 2,144,444 shares of common stock at a price of $0.045 per share. Accrued interest and Interest Expense – Related Parties Related party interest primarily represented interest on the convertible credit facility which was settled as part of the sale of Athena Minerals, Inc. on December 31, 2020. Therefore, on December 31, 2020 all accrued and unpaid interest due Mr. Gibbs totaling $668,012 on the convertible credit facility was also waived as part of the sale of Athena Minerals transaction briefly discussed in Note 1 – Basis of presentation. Further information regarding this transaction is included in our Annual Report on Form 10-K for the year ended December 31, 2020. Total related party interest was $-0- and $27,573 for the three months ended March 31, 2021 and 2020, respectively. Advances Payable - Related Parties Mr. Power and Mr. Gibbs have advanced the Company funds generally utilized for day-to-day operating requirements. These advances are non-interest bearing and are generally repaid as cash becomes available. The Company also utilizes credit cards owned by Mr. Power to pay various obligations when an online payment is required, the availability of cash is limited, or the timing of the payments is considered critical. During the three months ended March 31, 2021, Mr. Power made short-term advances to the Company totaling $9,245, and $17,845 was repaid during the period, leaving an unpaid balance of $13,298 included in Advances payable – related party on the accompanying balance sheets. During the three months ended March 31, 2021, Mr. Power made short-term advances to the Company totaling $9,245, and $17,845 was repaid during the period, leaving an unpaid balance of $13,298 included in Advances payable – related party on the accompanying balance sheets. Sale of Common Stock - Related Party On January 15, 2021 the Company sold 250,000 shares of common stock at a price of $0.03 per share in a private placement to Mr. Gibbs, realizing total proceeds of $7,500. |
1. Organization, Liquidity and
1. Organization, Liquidity and Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003 and began our mining operations in 2010. In December 2009, we formed and organized a wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Tripower Resources Inc., a company controlled by Mr. John Gibbs, a related party, in a non-cash exchange. This transaction is discussed in further detail in our Annual Report on Form 10-K for the year ended December 31, 2020. Effective December 15, 2020, Athena entered into a definitive Property Option Agreement with Nubian Resources Ltd. (“Nubian”) (TSXV: NBR), pursuant to which Nubian has granted Athena the option to acquire a 100% interest in Nubian’s Excelsior Springs exploration project located in Esmeralda County, Nevada. Details of this transaction are further discussed in Note 2 – Mineral Rights – Excelsior Springs. Our primary focus going forward will be to continue evaluating of our properties, and possible acquisitions of additional mineral rights and exploration, all of which will require additional capital. Further information regarding our mineral rights are discussed below in Note 2 – Mineral Rights – Excelsior Springs, as well as in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Basis of Presentation | Basis of Presentation On December 31, 2020 we sold our wholly-owned subsidiary, Athena Minerals Inc. to a related party shareholder in a non-cash exchange. As such, operating results for all reporting periods prior to January 1, 2021 include the operations of Athena Minerals, Inc., while all reporting periods subsequent to December 31, 2020 do not include the operations of Athena Minerals, Inc. We prepared these interim financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2021 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Reclassifications | Reclassifications Certain reclassifications may have been made to our prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. |
Liquidity and Going Concern | Liquidity and Going Concern Our interim financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2021, we had not yet achieved profitable operations and we have accumulated losses of $10,245,857 since our inception. We expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due. During the quarter ended March 31, 2021 we sold 5,000,000 shares of common stock in private placements realizing proceeds of $150,000. We anticipate that future funding will be in the form of additional equity financing from the sale of our common stock, or loans from officers, directors or significant shareholders. Currently, there are no arrangements in place for additional equity funding or new loans. |
COVID-19 pandemic | COVID-19 pandemic |
6. Share-based Compensation (Ta
6. Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation assumptions | The total estimated fair value of the options utilized the following assumptions: Expected volatility 184% Contractual term 5 years Risk free interest rate 0.87% Expected dividend rate 0% |
1. Organization, Liquidity an_2
1. Organization, Liquidity and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | |
Accumulated deficit | $ (10,245,857) | $ (9,988,885) | |
Common stock sold in private placement, value | $ 142,500 | ||
Private Placement [Member] | |||
Common stock sold in private placement, shares | 5,000,000 | ||
Common stock sold in private placement, value | $ 150,000 | ||
Property Option Agreement [Member] | Nubian Resources, Ltd. [Member] | |||
Ownership percentage | 100.00% |
2. Mineral Rights - Excelsior_2
2. Mineral Rights - Excelsior Springs (Details Narrative) - USD ($) | Dec. 15, 2020 | Mar. 31, 2021 |
Shares issued for acquisition, value | $ 142,500 | |
Excelsior Springs [Member] | ||
Acquisition interest percentage | 10.00% | |
Shares issued for acquisition, shares | 5,000,000 | |
Share price | $ 0.03 | |
Shares issued for acquisition, value | $ 150,000 |
4. Convertible Note Payable (De
4. Convertible Note Payable (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Apr. 24, 2020 | Dec. 31, 2020 | Apr. 01, 2015 | |
Debt discount amortized to interest epense | $ 5,493 | $ 0 | |||
Unamortized discount | 1,831 | $ 7,324 | |||
Convertible Notes Payable [Member] | Clifford Neuman [Member] | |||||
Debt face amount | $ 51,270 | ||||
Debt stated interest rate | 6.00% | ||||
Accrued interest | 22,261 | 21,189 | |||
Beneficial conversion feature | $ 21,973 | ||||
Debt discount amortized to interest epense | 5,493 | ||||
Interest expense | 6,565 | $ 1,020 | |||
Unamortized discount | $ 7,324 | $ 1,839 |
5. Common Stock (Details Narrat
5. Common Stock (Details Narrative) - USD ($) | Jan. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Proceeds from sale of stock | $ 142,500 | $ 0 | |
Additional Paid In Capital for shares sold but not issued | $ 52,500 | ||
Six Individuals [Member] | |||
Stock issued new, shares | 5,000,000 | ||
Proceeds from sale of stock | $ 150,000 | ||
Power [Member] | |||
Debt Conversion, amount | $ 96,500 | ||
Debt Conversion, Shares Issued | 2,144,444 | ||
Gibbs [Member] | |||
Stock issued new, shares | 250,000 | 250,000 | |
Proceeds from sale of stock | $ 7,500 |
6. Share-based Compensation (De
6. Share-based Compensation (Details - Assumptions) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Expected volatility | 184.00% |
Contractual term | 5 years |
Risk free interest rate | 0.87% |
Expected dividend rate | 0.00% |
6. Share-based Compensation (_2
6. Share-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 22, 2021 | Mar. 31, 2020 | |
Share based compensation expense | $ 128,775 | $ 0 | |
Additional paid in capital | $ 128,775 | ||
Stock Options [Member] | |||
Options issued | 2,000,000 | ||
Fair value of options granted | $ 197,552 | ||
Share based compensation expense | 98,775 | ||
Restricted Stock [Member] | |||
Share based compensation expense | $ 30,000 | ||
Restricted stock units issued | 300,000 | ||
Additional paid in capital | $ 30,000 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - USD ($) | Jan. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Management fees payable | $ 0 | $ 96,500 | |||
Interest expense - Related party | 0 | $ (27,573) | |||
Proceeds from related party | 9,245 | 125 | |||
Repayments to related party | 17,845 | 4,575 | |||
Proceeds from sale of stock | 142,500 | 0 | |||
Power [Member] | |||||
Management fees | 7,500 | 7,500 | |||
Management fees payable | 0 | $ 96,500 | $ 76,500 | ||
Debt Conversion, amount | $ 96,500 | ||||
Debt Conversion, Shares Issued | 2,144,444 | ||||
Proceeds from related party | $ 9,245 | 125 | |||
Repayments to related party | 17,845 | $ 4,575 | |||
Advances payable - related party | $ 13,298 | ||||
Gibbs [Member] | |||||
Common stock sold in private placement, shares | 250,000 | 250,000 | |||
Proceeds from sale of stock | $ 7,500 |