Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 30, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-51808 | ||
Entity Registrant Name | ATHENA GOLD CORPORATION | ||
Entity Central Index Key | 0001304409 | ||
Entity Tax Identification Number | 90-0775276 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2010A Harbison | ||
Entity Address, Address Line Two | Drive # 312 | ||
Entity Address, City or Town | Vacaville | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95687 | ||
City Area Code | (707) | ||
Local Phone Number | 291-6198 | ||
Title of 12(g) Security | Common Stock, $.0001 par value | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,462,586 | ||
Entity Common Stock, Shares Outstanding | 119,858,700 | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 72,822 | $ 8,986 |
Prepaid expenses | 51,166 | 0 |
Total current assets | 123,988 | 8,986 |
Other assets | ||
Mineral Rights - Excelsior Springs | 6,000,000 | 150,000 |
Total other assets | 6,000,000 | 150,000 |
Total assets | 6,123,988 | 158,986 |
Current liabilities | ||
Accounts payable | 50,373 | 61,149 |
Accrued liabilities - related party | 0 | 96,500 |
Accrued interest | 0 | 21,189 |
Advances payable - related party | 0 | 21,898 |
Convertible note payable, net of discount of $0 and $7,324 | 0 | 43,946 |
Total current liabilities | 50,373 | 244,682 |
Long term liabilities | ||
Warrant liability | 1,024,208 | 0 |
Total long term liabilities | 1,024,208 | 0 |
Total liabilities | 1,074,581 | 244,682 |
Stockholders' equity | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock - $0.0001 par value; 250,000,000 shares authorized, 119,858,700 and 54,887,876 issued and outstanding | 11,986 | 5,489 |
Additional paid in capital | 16,056,561 | 9,897,700 |
Accumulated deficit | (11,019,140) | (9,988,885) |
Total stockholders' deficit | 5,049,407 | (85,696) |
Total liabilities and stockholders' deficit | $ 6,123,988 | $ 158,986 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Discount on convertible notes | $ 0 | $ 7,324 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 119,858,700 | 54,887,876 |
Common stock, shares outstanding | 119,858,700 | 54,887,876 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
Exploration, evaluation and project expenses | $ 137,983 | $ 89,550 |
General and administrative expenses | 614,478 | 187,556 |
Total operating expenses | 752,461 | 277,106 |
Net operating loss | (752,461) | (277,106) |
Interest expense - related party | 0 | (112,140) |
Interest expense | (12,192) | (20,822) |
Gain on extinguishment of debt | 3,880 | 0 |
Revaluation of warrant liability | (269,482) | 0 |
Net loss | $ (1,030,255) | $ (410,068) |
Weighted average common shares outstanding – basic and diluted | 65,902,198 | 37,127,948 |
Loss per common share – basic and diluted | $ (0.02) | $ (0.01) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
December 31, 2020 at Dec. 31, 2019 | $ 3,653 | $ 6,618,495 | $ (9,506,948) | $ (2,884,800) |
Beginning balance, shares at Dec. 31, 2019 | 36,532,320 | |||
Convertible note beneficial conversion feature | 21,973 | 21,973 | ||
Sale of common stock | $ 550 | 158,136 | 158,686 | |
Sale of common stock, shares | 5,500,000 | |||
Common stock issued for director fees | $ 30 | 13,470 | 13,500 | |
Common stock issued for director fees, shares | 300,000 | |||
Conversion of cash advances to common stock | $ 56 | 24,944 | 25,000 | |
Conversion of cash advances to common stock, shares | 555,556 | |||
Principal reduction of convertible credit facility | $ 700 | 314,300 | 315,000 | |
Principal reduction of convertible credit facility, shares | 7,000,000 | |||
Common stock issued for mineral property | $ 500 | 149,500 | 150,000 | |
Common Stock Issued For Mineral Property, shares | 5,000,000 | |||
Sale of Athena Minerals subsidiary | 2,596,882 | (71,869) | 2,525,013 | |
Net loss | (410,068) | (410,068) | ||
December 31, 2021 at Dec. 31, 2020 | $ 5,489 | 9,897,700 | (9,988,885) | (85,696) |
Ending balance, shares at Dec. 31, 2020 | 54,887,876 | |||
Conversion of management fees | $ 214 | 96,286 | 96,500 | |
Conversion of management fees payable, shares | 2,144,444 | |||
Stock based compensation | 158,389 | 158,389 | ||
Private placement | $ 1,436 | 740,939 | 742,375 | |
Private placement, shares | 14,358,700 | |||
Warrant liability | (754,726) | (754,726) | ||
Common stock issued for mineral property | $ 4,500 | 5,845,500 | 5,850,000 | |
Common Stock Issued For Mineral Property, shares | 45,000,000 | |||
Net loss | (1,030,255) | (1,030,255) | ||
Common stock issued for debt and accrued interest | $ 347 | 72,473 | 72,820 | |
Common stock issued for debt and accrued interest, shares | 3,467,680 | |||
December 31, 2021 at Dec. 31, 2021 | $ 11,986 | $ 16,056,561 | $ (11,019,140) | $ 5,049,407 |
Ending balance, shares at Dec. 31, 2021 | 119,858,700 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (1,030,255) | $ (410,068) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of debt discount | 7,324 | 14,649 |
Director fees paid with common stock | 0 | 13,500 |
Revaluation of warrant liability | 269,482 | 0 |
Share based compensation | 158,389 | 0 |
Gain on forgiveness of debt | (3,880) | 0 |
Change in operating assets and liabilities: | ||
Prepaid expense | (51,166) | 0 |
Accounts payable | (10,776) | 33,051 |
Accrued interest - related party | 0 | 112,140 |
Other liabilities | 4,241 | 14,292 |
Deferred option revenue | 0 | 25,000 |
Net cash used in operating activities | (656,641) | (197,436) |
Cash flows from financing activities | ||
Proceeds from private placement of stock | 742,375 | 26,686 |
Proceeds from advances from related parties | 12,012 | 59,226 |
Payments on advances from related parties | (33,910) | (41,778) |
Proceeds from sales of common stock to related parties | 0 | 132,000 |
Payment on deed amendment liability | 0 | (10,000) |
Borrowings from credit facility and notes payable - related parties | 0 | 42,750 |
Net cash provided by financing activities | 720,477 | 208,884 |
Net increase (decrease) in cash | 63,836 | 11,448 |
Less cash appropriated by Athena Minerals, Inc. | 0 | (2,579) |
Cash, beginning of period | 8,986 | 117 |
Cash, end of period | 72,822 | 8,986 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 627 | 1,881 |
Cash paid for income taxes | 0 | 0 |
Noncash investing and financing activities | ||
Stock issued for accrued interest | 21,550 | 0 |
Stock issued to payoff note payable | 51,270 | 0 |
Common stock issued for mineral properties | 5,850,000 | 150,000 |
Conversion of management fee payable | 96,500 | 0 |
Warrant liability | 754,726 | 0 |
Discount on note payable - Beneficial conversion feature | 0 | 21,973 |
Common stock issued for principal reduction of Convertible credit facility | 0 | 315,000 |
Conversions of Advances payable - related parties | 0 | 25,000 |
Addition to capital upon sale of Athena Minerals, Inc. | $ 0 | $ 2,596,882 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Note 1 – Nature of Business and Summary of Significant Accounting Policies 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 Mr. John Gibbs, a related party, in a non-cash exchange. The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining. 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 financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). 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. Foreign Currency Translation The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk. The functional currency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. 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 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 December 31, 2021, we had not yet achieved profitable operations and we have accumulated losses of approximately $ 11,000,000 Cash We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents. Mineral Rights - Unproven We have determined that our mining rights meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; and options to purchase or lease mineral properties. If we establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The net carrying value of our mineral rights represents the fair value at the time the mineral rights were acquired less accumulated depletion and any impairment losses. Proven and probable reserves have not been established for mineral rights as of December 31, 2021. Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Notes Payable and Credit Facility– Related Parties Notes payable and the credit facility payable to related parties are classified as current liabilities as the note holders are control persons and have the ability to control the repayment dates of the notes. Exploration Costs Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our consolidated balance sheets. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The fair value of cash, receivables and accounts payable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs (Note 4). Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company has elected to classify interest and penalties related to unrecognized income tax benefits, if and when required, as part of income tax expense in the statement of operations. No Net Loss per Common Share The Company incurred net losses during the twelve months ended December 31, 2021 and 2020. At December 31, 2021 and 2020, potentially dilutive shares of common stock representing shares issuable on conversions of debt, options and warrants totaling 11,623,510 3,450,499 COVID-19 Pandemic An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. |
Mineral Rights - Excelsior Spri
Mineral Rights - Excelsior Springs | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Mineral Rights Excelsior Springs Abstract | |
Mineral Rights - Excelsior Springs | Note 2 – Mineral Rights - Excelsior Springs Effective December 27, 2021 (“Effective Date”), the Company simultaneously executed and consummated a definitive Share Purchase Agreement (the “SPA”) with Nubian Resources, Ltd. (“Nubian”). The SPA was the result of a previously disclosed Option Agreement with Nubian dated as of December 11, 2020, as amended by First Amendment to Option Agreement dated November 10, 2021 (the “Option”). While the Option granted the Company the right to acquire up to a 100% interest in the mining claims comprising the Excelsior Springs Prospect (the “Property”) located in Esmerelda County, Nevada, the Company and Nubian agreed to restructure the transaction so that the Company purchased 100% of the issued and outstanding shares of common stock of Nubian Resources US, Ltd (“Nubian US”), a wholly-owned subsidiary of Nubian which held the Property. By purchasing 100% of Nubian US, the Company effectively acquired the remaining 90% interest in the Property, the Company having previously acquired a 10% interest in the Property in December 2020 under the terms of the Option. The following is a summary of the terms of the SPA, which summary is qualified in its entirety by reference to the SPA: • The consideration paid to Nubian for 100% of the issued and outstanding shares of Nubian US consisted of: ○ An aggregate of 50 million shares of Athena Gold Corp. common stock, which number includes the 5 million shares of common stock previously issued to Nubian under the Option; and ○ A 1% Net Smelter Royalty on all production from the Excelsior Springs Property. • The 50 million shares issued to Nubian were issued as “restricted securities” under the Securities Act of 1933, as amended (“Securities Act”). However, the Company has agreed to file a registration statement on Form S-1 within 90 days of the Effective Date registering the distribution by Nubian of all 50 million shares to its shareholders, pro rata. Nubian has undertaken to complete the distribution of all the shares once the S-1 registration statement has been declared effective. • Pending completion of the S-1 and distribution of the 50 million shares issued to Nubian, for a period of 12 months following the Effective or until Nubian owns less than 4.9% of the Athena issued and outstanding shares, Nubian has agreed to exercise its voting rights with respect to such shares in a manner to support the recommendations of the Athena Board of Directors except for (i) voting on any proposed change in control transaction or (ii) voting on any proposed sale of all or substantially all of the Excelsior Property, including a property included known as Palmetto. • Nubian shall be entitled to nominate one representative to serve on the Athena Board of Directors. The mineral property was valued at the December 31, 2021, the closing date for the SPA with a stock price of $ 0.13 5,850,000 45,000,000 he transaction does not constitute a business combination in accordance with ASC 805, which defines a business as an integrated set of activities and assets capable of being conducted and managed for the purposes of providing a return to investors or other participants and that a business consists of inputs and processes applied to those inputs that have the ability to contribute to the creation of outputs. Management has determined that the acquired assets do not contain processes sufficient to constitute a business in accordance with ASC 805. The transaction represents the acquisition of assets in exchange for the assumption of liabilities and the issuance of share-based payments. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 3 – Convertible Note Payable Effective April 1, 2015, the Company executed a convertible promissory note (the “Note”) in the principal amount of $ 51,270 6 On April 24, 2020, the Company agreed to reduce the conversion price from $0.0735 per share to $0.0210 per share. All other terms of the 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 7,324 7,324 0 On November 30, 2021, the Company received a notice of conversion of the Note with a principal balance of $ 51,270 2,441,476 1,026,204 21,550 |
Common Stock and Warrants
Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Warrants | Note 4 – Common Stock and Warrants During the twelve months ended December 31, 2021 we sold 14,358,700 742,375 On September 30, 2021 we completed a private placement in which we sold 3,108,700 May 31, 2024 91,000 190,552 The warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. At inception date of September 30, 2021, we determined the warrants fair value to be $ 269,674 341,145 71,471 Schedule of assumptions used Fair value assumptions – warrant liability: September 30, 2021 December 31, 2021 Risk free interest rate 0.53 0.97 Expected term (years) 2.7 2.4 Expected volatility 189 191 Expected dividends 0 0 The Broker Warrants were evaluated for purposes of classification between liability and equity. The Broker Warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $ 7,472 Schedule of assumptions used Fair value assumptions – broker warrants: September 30, 2021 Risk free interest rate 0.28 Expected term (years) 2.0 Expected volatility 196 Expected dividends 0 On May 25, 2021 we completed a private placement in which we sold 6,250,000 May 31, 2024 173,810 401,823 The warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. At inception date of May 25, 2021, we determined the warrants fair value to be $ 485,052 683,063 198,011 Schedule of assumptions used Fair value assumptions – warrant liability: May 25, 2021 December 31, 2021 Risk free interest rate 0.30 0.97 Expected term (years) 3.0 2.4 Expected volatility 180 189 Expected dividends 0 0 The Broker Warrants were evaluated for purposes of classification between liability and equity. The Broker Warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $ 12,943 Schedule of assumptions used Fair value assumptions – broker warrants: May 25, 2021 Risk free interest rate 0.14 Expected term (years) 2.0 Expected volatility 205 Expected dividends 0 During the quarter ended March 31, 2021, we sold 5,000,000 150,000 On January 1, 2021 Mr. John Power, the Company’s CEO/CFO agreed to convert accrued management fees totaling $ 96,500 2,144,444 |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation | Note 5 – Share Based Compensation On March 22, 2021 the Company issued a total of 2,000,000 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: Share-based compensation assumptions Expected volatility 211 % Expected life 3.4 Risk free interest rate 0.31 Expected dividend rate 0 The calculations resulted in the total fair value of the options issued to be $ 190,202 128,389 A summary of the stock options as of December 31, 2021 and changes during the periods are presented below: Schedule of Stock Options Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at December 31, 2019 – $ – – $ – Granted – – – – Balance at December 31, 2020 – – – – Exercised – – – – Granted 2,000,000 0.09 4.2 – Canceled – – – – Balance at December 31, 2021 2,000,000 0.09 4.2 80,000 Options exercisable at December 31, 2021 1,000,000 0.09 4.2 40,000 Also, on March 22, 2021 the Company agreed to issue a total of 300,000 30,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies We are subject to various commitments and contingencies. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – 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 twelve months ended December 31, 2021 and 2020, a total of $ 30,000 0 96,500 On January 1, 2021, the Company agreed to convert the $ 96,500 2,144,444 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 discussed in Note 1 – basis of presentation. There was no accrued interest on December 31, 2021. Total related party interest was $ 0 112,140 Sales of Common Stock - Related Parties On May 25, 2021 the Company sold 2,200,000 144,848 300,000 19,752 On January 15, 2021 the Company sold 250,000 7,500 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The Company is current on all its corporate tax filings. Tax year 2021 will be extended if not filed by its due date. Tax returns filed for the years 2018 thru 2020 are open for examination from taxing authorities. Due to the enactment of the Tax Reform Act of 2018, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21 5,686,574 Reconciliation of income taxes Years Ended December 31, 2021 2020 Expected federal income tax benefit at statutory rate $ 216,354 $ 86,114 State taxes 91,075 36,250 Change in valuation allowance (307,429 ) (122,364 ) Income tax benefit $ – $ – Our deferred tax assets as of December 31, 2021 and 2020 were as follows: Schedule of deferred tax Years Ended December 31, 2021 2020 Net operating loss $ 1,696,874 $ 2,317,218 Valuation allowance (1,696,874 ) (2,317,218 ) Deferred tax assets, net of valuation allowance $ – $ – Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We have provided a valuation allowance of 100% of our net deferred tax asset due to the uncertainty of generating future profits that would allow us to realize our deferred tax assets. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryover for Federal income tax reporting purposes may be subject to annual limitations. Should a change in ownership occur, use of the net operating loss carryover could be limited in future years. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events On March 2, 2022, the Company executed a promissory note with John Gibbs for $50,000 at 6% that is payable on demand. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 Mr. John Gibbs, a related party, in a non-cash exchange. The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining. |
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 financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). |
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. |
Foreign Currency Translation | Foreign Currency Translation The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk. The functional currency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. |
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 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 December 31, 2021, we had not yet achieved profitable operations and we have accumulated losses of approximately $ 11,000,000 |
Cash | Cash We consider all amounts on deposit with financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Mineral Rights - Unproven | Mineral Rights - Unproven We have determined that our mining rights meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; and options to purchase or lease mineral properties. If we establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The net carrying value of our mineral rights represents the fair value at the time the mineral rights were acquired less accumulated depletion and any impairment losses. Proven and probable reserves have not been established for mineral rights as of December 31, 2021. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. |
Notes Payable and Credit Facility– Related Parties | Notes Payable and Credit Facility– Related Parties Notes payable and the credit facility payable to related parties are classified as current liabilities as the note holders are control persons and have the ability to control the repayment dates of the notes. |
Exploration Costs | Exploration Costs Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities. Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The fair value of cash, receivables and accounts payable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs (Note 4). |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company has elected to classify interest and penalties related to unrecognized income tax benefits, if and when required, as part of income tax expense in the statement of operations. No |
Net Loss per Common Share | Net Loss per Common Share The Company incurred net losses during the twelve months ended December 31, 2021 and 2020. At December 31, 2021 and 2020, potentially dilutive shares of common stock representing shares issuable on conversions of debt, options and warrants totaling 11,623,510 3,450,499 |
COVID-19 Pandemic | COVID-19 Pandemic An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investor Warrants [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: September 30, 2021 December 31, 2021 Risk free interest rate 0.53 0.97 Expected term (years) 2.7 2.4 Expected volatility 189 191 Expected dividends 0 0 |
Broker Warrants [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: September 30, 2021 Risk free interest rate 0.28 Expected term (years) 2.0 Expected volatility 196 Expected dividends 0 |
Warrant Liability [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: May 25, 2021 December 31, 2021 Risk free interest rate 0.30 0.97 Expected term (years) 3.0 2.4 Expected volatility 180 189 Expected dividends 0 0 |
Broker Warrants 1 [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: May 25, 2021 Risk free interest rate 0.14 Expected term (years) 2.0 Expected volatility 205 Expected dividends 0 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation assumptions | Share-based compensation assumptions Expected volatility 211 % Expected life 3.4 Risk free interest rate 0.31 Expected dividend rate 0 |
Schedule of Stock Options Activity | Schedule of Stock Options Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at December 31, 2019 – $ – – $ – Granted – – – – Balance at December 31, 2020 – – – – Exercised – – – – Granted 2,000,000 0.09 4.2 – Canceled – – – – Balance at December 31, 2021 2,000,000 0.09 4.2 80,000 Options exercisable at December 31, 2021 1,000,000 0.09 4.2 40,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of income taxes | Reconciliation of income taxes Years Ended December 31, 2021 2020 Expected federal income tax benefit at statutory rate $ 216,354 $ 86,114 State taxes 91,075 36,250 Change in valuation allowance (307,429 ) (122,364 ) Income tax benefit $ – $ – |
Schedule of deferred tax | Schedule of deferred tax Years Ended December 31, 2021 2020 Net operating loss $ 1,696,874 $ 2,317,218 Valuation allowance (1,696,874 ) (2,317,218 ) Deferred tax assets, net of valuation allowance $ – $ – |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (11,019,140) | $ (9,988,885) |
Uncertain income tax positions | $ 0 | $ 0 |
Antidilutive shares | 11,623,510 | 3,450,499 |
Mineral Rights - Excelsior Sp_2
Mineral Rights - Excelsior Springs (Details Narrative) - USD ($) | Dec. 30, 2021 | Dec. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Shares issued for acquisition, value | $ 5,850,000 | $ 150,000 | |||
Nubian Resources [Member] | |||||
Shares issued for acquisition, value | $ 5,850,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 45,000,000 | ||||
Excelsior Springs [Member] | |||||
Share price | $ 0.13 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Dec. 03, 2021 | Nov. 30, 2021 | Apr. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2015 |
Debt Instrument [Line Items] | ||||||
Debt discount amortized to interest epense | $ 7,324 | $ 14,649 | ||||
Unamortized discount | 0 | 7,324 | ||||
Convertible Notes Payable [Member] | Clifford Neuman [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 51,270 | |||||
Debt stated interest rate | 6.00% | |||||
Beneficial conversion feature | $ 21,973 | |||||
Debt discount amortized to interest epense | 7,324 | |||||
Unamortized discount | $ 7,324 | $ 0 | ||||
Debt Conversion, Converted Instrument, Amount | $ 51,270 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 2,441,476 | |||||
Accrued interest converted, shares issued | 1,026,204 | |||||
Accrued interest converted, amount converted | $ 21,550 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details - Fair value assumptions - Investor warrants) - Warrant Liability [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Risk free interest rate | 0.53% | 0.97% |
Expected term (years) | 2 years 8 months 12 days | 2 years 4 months 24 days |
Expected volatility | 189.00% | 191.00% |
Expected dividend rate | 0.00% | 0.00% |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details - Fair value assumptions - Broker warrants) - Broker Warrants [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Class of Stock [Line Items] | |
Risk free interest rate | 0.28% |
Expected term (years) | 2 years |
Expected volatility | 196.00% |
Expected dividend rate | 0.00% |
Common Stock and Warrants (De_3
Common Stock and Warrants (Details - Fair value assumptions - warrant liability) - Warrant Liability 1 [Member] | 1 Months Ended | 12 Months Ended |
May 25, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Risk free interest rate | 0.30% | 0.97% |
Expected term (years) | 3 years | 2 years 4 months 24 days |
Expected volatility | 180.00% | 189.00% |
Expected dividend rate | 0.00% | 0.00% |
Common Stock and Warrants (De_4
Common Stock and Warrants (Details - Estimate the fair value) - Broker Warrants 1 [Member] | 1 Months Ended |
May 25, 2021 | |
Class of Stock [Line Items] | |
Risk free interest rate | 0.14% |
Expected term (years) | 2 years |
Expected volatility | 205.00% |
Expected dividend rate | 0.00% |
Common Stock and Warrants (De_5
Common Stock and Warrants (Details Narrative) - USD ($) | Sep. 30, 2021 | May 25, 2021 | May 25, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from sale of stock | $ 0 | $ 132,000 | |||||
Fair Value Adjustment of Warrants | 269,482 | $ 0 | |||||
Power [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 300,000 | ||||||
Proceeds from sale of stock | $ 19,752 | ||||||
Debt Conversion, amount | $ 96,500 | ||||||
Debt Conversion, Shares Issued | 2,144,444 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 14,358,700 | ||||||
Proceeds from sale of stock | $ 742,375 | ||||||
Private Placement [Member] | Six Individuals [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 5,000,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 150,000 | ||||||
Private Placement [Member] | Placement Sept 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
[custom:FairValueOfWarrantsIssued-0] | $ 269,674 | ||||||
Private Placement [Member] | Placement May 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
[custom:FairValueOfWarrantsIssued-0] | $ 485,052 | $ 485,052 | |||||
Private Placement [Member] | Common Stock And One Warrant Unit [Member] | Placement Sept 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 3,108,700 | ||||||
Proceeds from Issuance or Sale of Equity | $ 190,552 | ||||||
Private Placement [Member] | Common Stock And One Warrant Unit [Member] | Placment May 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock issued new, shares | 6,250,000 | ||||||
Warrant expiration date | May 31, 2024 | May 31, 2024 | |||||
Proceeds from Issuance or Sale of Equity | $ 401,823 | ||||||
Private Placement [Member] | Warrants [Member] | Placement Sept 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrant expiration date | May 31, 2024 | ||||||
Derivative Liability | 341,145 | ||||||
Fair Value Adjustment of Warrants | 71,471 | ||||||
Private Placement [Member] | Warrants [Member] | Placment May 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Derivative Liability | 683,063 | ||||||
Fair Value Adjustment of Warrants | 198,011 | ||||||
Private Placement [Member] | Broker Warrants [Member] | Placement Sept 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
[custom:BrokerWarrantsIssued] | 91,000 | ||||||
Fair Value Adjustment of Warrants | 7,472 | ||||||
Private Placement [Member] | Broker Warrants [Member] | Placment May 2021 [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
[custom:BrokerWarrantsIssued] | 173,810 | ||||||
Fair Value Adjustment of Warrants | $ 12,943 |
Share-based compensation (Detai
Share-based compensation (Details - Assumptions) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 211.00% |
Contractual term | 3 years 4 months 24 days |
Risk free interest rate | 0.31% |
Expected dividend rate | 0.00% |
Share Based Compensation (Detai
Share Based Compensation (Details - Stock option) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding at beginning | 0 | 0 | |
Weighted average exercise price outstanding at beginning | $ 0 | $ 0 | $ 0 |
Stock option granted | 2,000,000 | ||
Weighted average exercise price Granted | $ 0.09 | ||
Stock option exercised | 0 | ||
Weighted average exercise price Exercised | $ 0 | ||
Weighted average remaining contractual life years | 4 years 2 months 12 days | ||
Stock option Canceled | 0 | ||
Weighted average exercise price Canceled | $ 0 | ||
Outstanding at ending | 2,000,000 | 0 | |
Weighted average exercise price outstanding at ending | $ 0.09 | $ 0 | |
Weighted average remaining contractual life years | 4 years 2 months 12 days | ||
Aggregate intrinsic value | $ 80,000 | ||
Option Exercisable at ending | 1,000,000 | ||
Weighted average exercise price option exercisable | $ 0.09 | ||
Aggregate intrinsic value option exercisable | $ 40,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option granted | 2,000,000 | ||
Weighted average remaining contractual life years | 4 years 2 months 12 days |
Share Based Compensation (Det_2
Share Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Noncash Expense | $ 158,389 | $ 0 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options issued | 2,000,000 | ||
[custom:FairValueOfOptionsGranted] | $ 190,202 | ||
Share-based Payment Arrangement, Noncash Expense | $ 128,389 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units issued | 300,000 | ||
Additional paid in capital | $ 30,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 15, 2021 | May 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties, Current | $ 0 | $ 96,500 | ||
Interest Expense, Related Party | 0 | 112,140 | ||
Proceeds from sale of stock | 0 | 132,000 | ||
Power [Member] | ||||
Related Party Transaction [Line Items] | ||||
Professional and Contract Services Expense | 30,000 | |||
Accounts Payable, Related Parties, Current | 0 | $ 96,500 | ||
Debt Conversion, amount | $ 96,500 | |||
Debt Conversion, Shares Issued | 2,144,444 | |||
Common stock sold in private placement, shares | 300,000 | |||
Proceeds from sale of stock | $ 19,752 | |||
Gibbs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock sold in private placement, shares | 250,000 | 2,200,000 | ||
Proceeds from sale of stock | $ 7,500 | $ 144,848 |
Income Taxes (Details - Income
Income Taxes (Details - Income tax reconciliation) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit at statutory rate | $ 216,354 | $ 86,114 |
State taxes | 91,075 | 36,250 |
Change in valuation allowance | (307,429) | (122,364) |
Income tax benefit | $ 0 | $ 0 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred taxes) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 1,696,874 | $ 2,317,218 |
Valuation allowance | (1,696,874) | (2,317,218) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Percent | 21.00% |
Operating Loss Carryforwards | $ 5,686,574 |