Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | minor edits throughout |
Entity Registrant Name | ATHENA GOLD CORP. |
Entity Central Index Key | 0001304409 |
Entity Tax Identification Number | 90-0775276 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2010 A Harbison 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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 256,275 | $ 72,822 |
Prepaid expenses | 13,967 | 51,166 |
Total current assets | 270,242 | 123,988 |
Other assets | ||
Mineral Rights | 6,189,214 | 6,000,000 |
Total other assets | 6,189,214 | 6,000,000 |
Total assets | 6,459,456 | 6,123,988 |
Current liabilities | ||
Accounts payable | 121,652 | 50,373 |
Note payable | 125,000 | 0 |
Total current liabilities | 246,652 | 50,373 |
Long term liabilities | ||
Warrant liability | 775,166 | 1,024,208 |
Total long term liabilities | 775,166 | 1,024,208 |
Total liabilities | 1,021,818 | 1,074,581 |
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, 134,916,400 and 119,858,700 issued and outstanding | 13,492 | 11,986 |
Additional paid in capital | 16,490,452 | 16,056,561 |
Accumulated deficit | (11,066,306) | (11,019,140) |
Total stockholders' equity | 5,437,638 | 5,049,407 |
Total liabilities and stockholders' equity | $ 6,459,456 | $ 6,123,988 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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 | 134,916,400 | 119,858,700 |
Common stock, shares outstanding | 134,916,400 | 119,858,700 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses | ||||
Exploration, evaluation and project expenses | $ 143,287 | $ 66,840 | $ 449,350 | $ 128,616 |
General and administrative expenses | 186,506 | 123,434 | 419,956 | 454,381 |
Total operating expenses | 329,793 | 190,274 | 869,306 | 582,997 |
Net operating loss | (329,793) | (190,274) | (869,306) | (582,997) |
Interest expense | (463) | (1,096) | (463) | (11,203) |
Revaluation of warrant liability | 854,281 | (120,226) | 822,603 | (58,133) |
Net income (loss) | $ 524,025 | $ (311,596) | $ (47,166) | $ (652,333) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 129,727,349 | 68,282,320 | 124,830,919 | 63,760,729 |
Weighted Average Number of Shares Outstanding, Diluted | 129,727,349 | 68,282,320 | 124,830,919 | 63,760,729 |
Earnings Per Share, Basic | $ 0 | $ 0 | $ 0 | $ (0.01) |
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 5,489 | $ 9,897,700 | $ (9,988,885) | $ (85,696) |
Beginning balance, shares at Dec. 31, 2020 | 54,887,876 | |||
Conversion of management fees | $ 214 | 96,286 | 0 | 96,500 |
Conversion of management fees payable, shares | 2,144,444 | |||
Stock based compensation | $ 0 | 128,775 | 0 | 128,775 |
Private placement | $ 325 | 149,675 | 0 | 150,000 |
Private placement, shares | 3,250,000 | |||
Net income | $ 0 | 0 | (256,972) | (256,972) |
Ending balance, value at Mar. 31, 2021 | $ 6,028 | 10,272,436 | (10,245,857) | 32,607 |
Ending balance, shares at Mar. 31, 2021 | 60,282,320 | |||
Beginning balance, value at Dec. 31, 2020 | $ 5,489 | 9,897,700 | (9,988,885) | (85,696) |
Beginning balance, shares at Dec. 31, 2020 | 54,887,876 | |||
Net income | (652,333) | |||
Ending balance, value at Sep. 30, 2021 | $ 7,139 | 10,146,014 | (10,641,218) | (488,065) |
Ending balance, shares at Sep. 30, 2021 | 71,391,020 | |||
Beginning balance, value at Dec. 31, 2020 | $ 5,489 | 9,897,700 | (9,988,885) | (85,696) |
Beginning balance, shares at Dec. 31, 2020 | 54,887,876 | |||
Ending balance, value 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 | |||
Beginning balance, value at Mar. 31, 2021 | $ 6,028 | 10,272,436 | (10,245,857) | 32,607 |
Beginning balance, shares at Mar. 31, 2021 | 60,282,320 | |||
Stock based compensation | $ 0 | 18,520 | 0 | 18,520 |
Private placement | $ 800 | 401,023 | 0 | 401,823 |
Private placement, shares | 8,000,000 | |||
Warrant liability | $ 0 | (485,052) | 0 | (485,052) |
Net income | 0 | 0 | (83,765) | (83,765) |
Ending balance, value at Jun. 30, 2021 | $ 6,828 | 10,206,927 | (10,329,622) | (115,867) |
Ending balance, shares at Jun. 30, 2021 | 68,282,320 | |||
Stock based compensation | $ 0 | 18,520 | 0 | 18,520 |
Private placement | $ 311 | 190,241 | 0 | 190,552 |
Private placement, shares | 3,108,700 | |||
Warrant liability | $ 0 | (269,674) | 0 | (269,674) |
Net income | 0 | 0 | (311,596) | (311,596) |
Ending balance, value at Sep. 30, 2021 | $ 7,139 | 10,146,014 | (10,641,218) | (488,065) |
Ending balance, shares at Sep. 30, 2021 | 71,391,020 | |||
Beginning balance, value at Dec. 31, 2021 | $ 11,986 | 16,056,561 | (11,019,140) | 5,049,407 |
Beginning balance, shares at Dec. 31, 2021 | 119,858,700 | |||
Stock based compensation | $ 0 | 11,888 | 0 | 11,888 |
Net income | 0 | 0 | 261,944 | 261,944 |
Ending balance, value at Mar. 31, 2022 | $ 11,986 | 16,068,449 | (10,757,196) | 5,323,239 |
Ending balance, shares at Mar. 31, 2022 | 119,858,700 | |||
Beginning balance, value at Dec. 31, 2021 | $ 11,986 | 16,056,561 | (11,019,140) | 5,049,407 |
Beginning balance, shares at Dec. 31, 2021 | 119,858,700 | |||
Net income | (47,166) | |||
Ending balance, value at Sep. 30, 2022 | $ 13,492 | 16,490,452 | (11,066,306) | 5,437,638 |
Ending balance, shares at Sep. 30, 2022 | 134,916,400 | |||
Beginning balance, value at Mar. 31, 2022 | $ 11,986 | 16,068,449 | (10,757,196) | 5,323,239 |
Beginning balance, shares at Mar. 31, 2022 | 119,858,700 | |||
Stock based compensation | $ 0 | 11,888 | 0 | 11,888 |
Private placement | $ 625 | 393,457 | 0 | 394,082 |
Private placement, shares | 6,250,000 | |||
Warrant liability | $ 0 | (203,838) | 0 | (203,838) |
Common stock issued for mineral property | $ 50 | 34,950 | 0 | 35,000 |
Common stock issued for mineral property , shares | 500,000 | |||
Net income | $ 0 | 0 | (833,135) | (833,135) |
Ending balance, value at Jun. 30, 2022 | $ 12,661 | 16,304,906 | (11,590,331) | 4,727,236 |
Ending balance, shares at Jun. 30, 2022 | 126,608,700 | |||
Stock based compensation | $ 0 | 55,344 | 0 | 55,344 |
Private placement | $ 831 | 499,925 | 0 | 500,756 |
Private placement, shares | 8,307,700 | |||
Warrant liability | $ 0 | (369,723) | 0 | (369,723) |
Net income | 0 | 0 | 524,025 | 524,025 |
Ending balance, value at Sep. 30, 2022 | $ 13,492 | $ 16,490,452 | $ (11,066,306) | $ 5,437,638 |
Ending balance, shares at Sep. 30, 2022 | 134,916,400 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (47,166) | $ (652,333) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of debt discount | 0 | 7,324 |
Revaluation of warrant liability | (822,603) | 58,133 |
Share based compensation | 79,120 | 165,815 |
Change in operating assets and liabilities: | ||
Prepaid expense | 37,199 | 0 |
Accounts payable | 71,279 | 26,612 |
Other liabilities | 0 | 3,252 |
Net cash used in operating activities | (682,171) | (391,197) |
Cash flows from investing activities | ||
Purchase of mineral properties | (29,214) | 0 |
Net cash used in financing activities | (29,214) | 0 |
Cash flows from financing activities | ||
Proceeds from private placement of stock | 793,738 | 742,375 |
Proceeds from related parties | 101,100 | 12,012 |
Payments to related parties | 0 | (33,910) |
Net cash provided by financing activities | 894,838 | 720,477 |
Net increase in cash | 183,453 | 329,280 |
Cash, beginning of period | 72,822 | 8,986 |
Cash, end of period | 256,275 | 338,266 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 627 |
Cash paid for income taxes | 0 | 0 |
Noncash investing and financing activities | ||
Stock issued to payoff note payable | 101,100 | 0 |
Common stock issued for mineral properties | 35,000 | 0 |
Note payable for mineral property | 125,000 | 0 |
Conversion of management fee payable | 0 | 96,500 |
Warrant liability | $ 573,561 | $ 754,726 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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 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, 2022 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, 2021. 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 The Company is not aware of any recent accounting pronouncements expected to have a material impact on the consolidated financial statements. 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 September 30, 2022, we had not yet achieved profitable operations and we have accumulated losses of approximately $11,000,000 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. 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 - Related Party Related party payables 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). Earnings (Loss) per Common Share The Company incurred a net income and net loss for the three months ended September 30, 2022 and 2021, respectively. In periods where the Company has a net income certain options and warrants are included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculation because they were “out-of-the money”. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. The Company incurred a net loss for the nine months ended September 30, 2022 and 2021, respectively. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. As of September 30, 2022 there were 2,730,000 24,435,560 2,000,000 9,623,510 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 | 9 Months Ended |
Sep. 30, 2022 | |
Mineral Rights - Excelsior Springs | |
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 USA, Ltd (“Nubian USA”), a wholly-owned subsidiary of Nubian which held the Property. By purchasing 100% of Nubian USA, the Company effectively acquired the remaining 90% interest in the Property through the issuance of 45,000,000 shares, the Company having previously acquired a 10% interest in the Property in December 2020 with the issuance of 5,000,000 shares. The 50 million shares issued to Nubian were issued as “restricted securities” under the Securities Act of 1933, as amended (“Securities Act”). The mineral property was valued at the December 31, 2021, the closing date for the SPA with a stock price of $0.13, resulting in a fair value consideration of $ 5,850,000 45,000,000 |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2022 | |
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 $0.021 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 7,324 no On November 30, 2021, the Company received a notice of conversion of the Note with a principal balance of $ 51,270 0.021 2,441,476 1,026,204 21,550 |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock and Warrants | Note 4 – Common Stock and Warrants During August and September 2022, the Company completed the private placement of three tranches (August 12, 2022; August 31, 2022; September 14, 2022) in which we sold 8,307,700 0.08 0.12 184,350 14,748 649,868 26,100 6 443,110 26,100 463 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. Tranche 1 – August 12, 2022: The warrant liability had an initial value of $ 129,812 3,247,500 106,093 23,719 Schedule of assumptions used Fair value assumptions – warrant liability: 8/12/22 9/30/22 Risk free interest rate 3.25 4.22 Expected term (years) 2.0 1.9 Expected volatility 132 129 Tranche 2 – August 31, 2022: The warrant liability had an initial value of $ 139,255 2,300,000 79,609 59,646 Schedule of assumptions used Fair value assumptions – warrant liability: 8/31/22 9/30/22 Risk free interest rate 3.45 4.22 Expected term (years) 2.0 1.9 Expected volatility 132 135 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 $ 6,312 104,250 Schedule of assumptions used Fair value assumptions – broker warrants: 8/31/22 Risk free interest rate 3.45 Expected term (years) 2.0 Expected volatility 132 Tranche 3 – September 14, 2022: The warrant liability had an initial value of $ 100,656 2,760,200 97,080 3,576 Schedule of assumptions used Fair value assumptions – warrant liability: 9/14/22 9/30/22 Risk free interest rate 3.78 4.22 Expected term (years) 2.0 1.9 Expected volatility 134 136 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 $ 2,921 80,100 Schedule of assumptions used Fair value assumptions – broker warrants: 9/14/22 Risk free interest rate 3.78 Expected term (years) 2.0 Expected volatility 134 On June 9, 2022, the Company entered into an Acquisition Agreement (the “Agreement”) to purchase an undivided 100% interest in the Fortunatus and Prout patented lode mining claims in Esmeralda County, Nevada $ 185,000 · $ 25,000 will be settled in cash (Paid July 2022) · $ 35,000 · $ 125,000 25,000 In April 2022 the Company completed a private placement in which we sold 6,250,000 0.08 0.15 70,000 394,082 50,000 25,000 6 1,181,250 3,375,000 75,000 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. In April 2022, the warrant liability had an initial value of $ 203,838 248,760 44,922 Schedule of assumptions used Fair value assumptions – warrant liability: 4/13/22 9/30/22 Risk free interest rate 2.57 4.25 Expected term (years) 3.0 2.5 Expected volatility 184 145 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 $ 1,344 Schedule of assumptions used Fair value assumptions – broker warrants: 4/13/22 Risk free interest rate 2.37 Expected term (years) 2.0 Expected volatility 138 During the twelve months ended December 31, 2021 we sold 14,358,700 742,375 On September 30, 2021 the Company 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 December 31, 2021, the warrant liability was valued at $ 341,145 80,463 260,682 Schedule of assumptions used Fair value assumptions – warrant liability: 9/30/21 12/31/21 9/30/22 Risk free interest rate 0.53 0.97 4.22 Expected term (years) 2.7 2.4 1.7 Expected volatility 189 191 121 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: 9/30/21 Risk free interest rate 0.28 Expected term (years) 2.0 Expected volatility 196 On May 25, 2021 the Company 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 December 31, 2021, the warrant liability was valued at $ 683,063 163,161 519,902 Schedule of assumptions used Fair value assumptions – warrant liability: 5/25/21 12/31/21 9/30/22 Risk free interest rate 0.30 0.97 4.22 Expected term (years) 3.0 2.4 1.7 Expected volatility 180 189 123 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: 5/25/21 Risk free interest rate 0.14 Expected term (years) 2.0 Expected volatility 205 Total outstanding warrants of 24,435,560 Schedule of outstanding warrants Warrants Issued Total Warrants issued 6,250,000 3,108,700 6,250,000 5,547,500 2,760,200 23,916,400 Broker warrants issued (1) 173,810 91,000 70,000 104,250 80,100 519,160 Issued date May 21 Sep 21 Apr 22 Aug 22 Sep 22 Expiration date May 24 May 24 Apr 25 Aug 24 Sep 24 Exercise price (Canadian $) $0.15 $0.15 $0.15 $0.12 $0.12 Balance at December 31, 2020 0 0 0 0 0 0 Exercised 0 0 0 0 0 0 Issued 6,423,810 3,199,700 0 0 0 9,623,510 Expired 0 0 0 0 0 0 Balance at December 31, 2021 6,423,810 3,199,700 0 0 0 9,623,510 Exercised 0 0 0 0 0 0 Issued 0 0 6,320,000 5,651,750 2,840,300 14,812,050 Expired 0 0 0 0 0 0 Balance at September 30, 2022 6,423,810 3,199,700 6,320,000 5,651,750 2,840,300 24,435,560 (1) Broker warrants expire 24 months from issue date During the quarter ended March 31, 2021, we sold 5,000,000 shares of common stock in private placements to six individuals at a price of $0.03 per share, realizing total proceeds of $150,000. Of the 5,000,000 shares sold, 1,750,000 shares were issued on May 28, 2021. On January 1, 2021 Mr. John Power, the Company’s CEO/CFO agreed to convert accrued management fees totaling $ 96,500 2,144,444 0.045 |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
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 The calculations resulted in the total fair value of the options issued to be $ 190,202 35,664 135,815 Schedule of Stock Options Activity Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (Years) Value Balance at December 31, 2020 0 $0.00 0 $0 Exercised 0 0 0 0 Issued 2,000,000 0.09 4.2 0 Canceled 0 0 0 0 Balance at December 31, 2021 2,000,000 0.09 4.2 80,000 Exercised 0 0 0 0 Issued 730,000 0.06 10.0 0 Canceled 0 0 0 0 Balance at September 30, 2022 2,730,000 0.07 5.2 0 Options exercisable at September 30, 2022 2,230,000 0.08 5.6 0 Also, on March 22, 2021 the Company agreed to issue a total of 300,000 30,000 On August 24, 2022, the Company granted 730,000 43,456 Share-based compensation assumptions Options Exercise Price Expected Life Volatility Risk Free Interest Rate 730,000 C$ 0.08 5.5 177.9 3.2 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
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 | 9 Months Ended |
Sep. 30, 2022 | |
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 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 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, $ 22,500 On January 1, 2021, the Company agreed to convert the $ 96,500 2,144,444 Note Payable During March 2022, the Company executed two promissory notes with John Gibbs for $ 50,000 25,000 6 1,181,250 3,375,000 .08 75,000 In June 2022, the Company executed a promissory note with John Gibbs for $ 26,100 6 443,110 2,760,200 .08 26,100 463 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events Effective October 12, 2022, the Company has granted an aggregate of 2,250,000 stock options (the “Options”) to certain directors and officers to purchase 2,250,000 common shares (the “Option Shares”) in the capital stock of the Company pursuant to the Company’s equity incentive plan. The Options, which vest immediately, are exercisable at an exercise price of $0.06 per Option Share for a period of ten years from the date of grant. In addition, the board of directors of the Company has approved the issuance of an aggregate of 675,000 common shares in the capital stock of the Company at a deemed price per Share of $0.052 to its officers and directors. The shares were issued as of filing date. On October 24, 2022, the Company completed the sale of an aggregate of C$40,000 of its Units at a purchase price of C$.08 per Unit for a total of 500,000 Units. Each Unit consisted of one share of Common Stock and one common stock purchase warrant exercisable for two years to purchase one additional share of Common Stock at a price of C$0.12 per share. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 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, 2022 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, 2021. |
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 The Company is not aware of any recent accounting pronouncements expected to have a material impact on the consolidated financial statements. |
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 September 30, 2022, we had not yet achieved profitable operations and we have accumulated losses of approximately $11,000,000 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. |
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 - Related Party | Notes Payable - Related Party Related party payables 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). |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share The Company incurred a net income and net loss for the three months ended September 30, 2022 and 2021, respectively. In periods where the Company has a net income certain options and warrants are included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculation because they were “out-of-the money”. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. The Company incurred a net loss for the nine months ended September 30, 2022 and 2021, respectively. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. As of September 30, 2022 there were 2,730,000 24,435,560 2,000,000 9,623,510 |
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) | 9 Months Ended |
Sep. 30, 2022 | |
Offsetting Assets [Line Items] | |
Schedule of outstanding warrants | Schedule of outstanding warrants Warrants Issued Total Warrants issued 6,250,000 3,108,700 6,250,000 5,547,500 2,760,200 23,916,400 Broker warrants issued (1) 173,810 91,000 70,000 104,250 80,100 519,160 Issued date May 21 Sep 21 Apr 22 Aug 22 Sep 22 Expiration date May 24 May 24 Apr 25 Aug 24 Sep 24 Exercise price (Canadian $) $0.15 $0.15 $0.15 $0.12 $0.12 Balance at December 31, 2020 0 0 0 0 0 0 Exercised 0 0 0 0 0 0 Issued 6,423,810 3,199,700 0 0 0 9,623,510 Expired 0 0 0 0 0 0 Balance at December 31, 2021 6,423,810 3,199,700 0 0 0 9,623,510 Exercised 0 0 0 0 0 0 Issued 0 0 6,320,000 5,651,750 2,840,300 14,812,050 Expired 0 0 0 0 0 0 Balance at September 30, 2022 6,423,810 3,199,700 6,320,000 5,651,750 2,840,300 24,435,560 (1) Broker warrants expire 24 months from issue date |
Warrant Liability [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: 8/12/22 9/30/22 Risk free interest rate 3.25 4.22 Expected term (years) 2.0 1.9 Expected volatility 132 129 |
Warrant Liability One [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: 8/31/22 9/30/22 Risk free interest rate 3.45 4.22 Expected term (years) 2.0 1.9 Expected volatility 132 135 |
Broker Warrants [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: 8/31/22 Risk free interest rate 3.45 Expected term (years) 2.0 Expected volatility 132 |
Warrant Liability Two [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: 9/14/22 9/30/22 Risk free interest rate 3.78 4.22 Expected term (years) 2.0 1.9 Expected volatility 134 136 |
Broker Warrants One [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: 9/14/22 Risk free interest rate 3.78 Expected term (years) 2.0 Expected volatility 134 |
Warrant Liability Three [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: 4/13/22 9/30/22 Risk free interest rate 2.57 4.25 Expected term (years) 3.0 2.5 Expected volatility 184 145 |
Broker Warrants Two [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: 4/13/22 Risk free interest rate 2.37 Expected term (years) 2.0 Expected volatility 138 |
Warrant Liability Four [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: 9/30/21 12/31/21 9/30/22 Risk free interest rate 0.53 0.97 4.22 Expected term (years) 2.7 2.4 1.7 Expected volatility 189 191 121 |
Broker Warrants Three [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: 9/30/21 Risk free interest rate 0.28 Expected term (years) 2.0 Expected volatility 196 |
Warrant Liability Five [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – warrant liability: 5/25/21 12/31/21 9/30/22 Risk free interest rate 0.30 0.97 4.22 Expected term (years) 3.0 2.4 1.7 Expected volatility 180 189 123 |
Broker Warrants Four [Member] | |
Offsetting Assets [Line Items] | |
Schedule of assumptions used | Schedule of assumptions used Fair value assumptions – broker warrants: 5/25/21 Risk free interest rate 0.14 Expected term (years) 2.0 Expected volatility 205 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation assumptions | Share-based compensation assumptions Options Exercise Price Expected Life Volatility Risk Free Interest Rate 730,000 C$ 0.08 5.5 177.9 3.2 |
Schedule of Stock Options Activity | Schedule of Stock Options Activity Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (Years) Value Balance at December 31, 2020 0 $0.00 0 $0 Exercised 0 0 0 0 Issued 2,000,000 0.09 4.2 0 Canceled 0 0 0 0 Balance at December 31, 2021 2,000,000 0.09 4.2 80,000 Exercised 0 0 0 0 Issued 730,000 0.06 10.0 0 Canceled 0 0 0 0 Balance at September 30, 2022 2,730,000 0.07 5.2 0 Options exercisable at September 30, 2022 2,230,000 0.08 5.6 0 |
Equity Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation assumptions | Share-based compensation assumptions Expected volatility 211 Expected life 3.4 Risk free interest rate 0.31 |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Antidilutive shares | 2,730,000 | 2,000,000 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Antidilutive shares | 24,435,560 | 9,623,510 |
Mineral Rights - Excelsior Sp_2
Mineral Rights - Excelsior Springs (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 09, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Shares issued for acquisition, value | $ 35,000 | $ 35,000 | |
Nubian Resources [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Shares issued for acquisition, value | $ 5,850,000 | ||
Stock Issued During Period, Shares, Acquisitions | 45,000,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 9 Months Ended | |||||
Dec. 03, 2021 | Nov. 30, 2021 | Apr. 24, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 01, 2015 | |
Debt Instrument [Line Items] | ||||||
Debt discount amortized to interest epense | $ 0 | $ 7,324 | ||||
Clifford Neuman [Member] | Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 51,270 | |||||
Debt stated interest rate | 6% | |||||
Beneficial conversion feature | $ 21,973 | |||||
Debt discount amortized to interest epense | $ 0 | |||||
Debt Conversion, Converted Instrument, Amount | $ 51,270 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.021 | |||||
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) | 1 Months Ended | 9 Months Ended | |
Aug. 12, 2022 | Aug. 31, 2022 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||
Risk free interest rate | 3.20% | ||
Expected term (years) | 5 years 6 months | ||
Expected volatility | 177.90% | ||
Warrant Liability [Member] | |||
Class of Stock [Line Items] | |||
Risk free interest rate | 3.25% | 4.22% | |
Expected term (years) | 2 years | 1 year 10 months 24 days | |
Expected volatility | 132% | 129% | |
Warrant Liability 1 [Member] | |||
Class of Stock [Line Items] | |||
Risk free interest rate | 3.45% | 4.22% | |
Expected term (years) | 2 years | 1 year 10 months 24 days | |
Expected volatility | 132% | 135% |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details - Fair value assumptions - Broker warrants) | 1 Months Ended | 9 Months Ended | ||||
Sep. 14, 2022 | Apr. 13, 2022 | Aug. 31, 2022 | May 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||||
Risk free interest rate | 3.20% | |||||
Expected term (years) | 5 years 6 months | |||||
Expected volatility | 177.90% | |||||
Broker Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Risk free interest rate | 3.45% | |||||
Expected term (years) | 2 years | |||||
Expected volatility | 132% | |||||
Broker Warrants 1 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Risk free interest rate | 3.78% | |||||
Expected term (years) | 2 years | |||||
Expected volatility | 134% | |||||
Broker Warrants 2 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Risk free interest rate | 2.37% | |||||
Expected term (years) | 2 years | |||||
Expected volatility | 138% | |||||
Broker Warrants 3 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Risk free interest rate | 0.28% | |||||
Expected term (years) | 2 years | |||||
Expected volatility | 196% | |||||
Broker Warrants 4 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Risk free interest rate | 0.14% | |||||
Expected term (years) | 2 years | |||||
Expected volatility | 205% |
Common Stock and Warrants (De_3
Common Stock and Warrants (Details - Fair value assumptions - warrant liability) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 14, 2022 | Aug. 12, 2022 | Apr. 13, 2022 | May 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Risk free interest rate | 3.20% | ||||||
Expected term (years) | 5 years 6 months | ||||||
Expected volatility | 177.90% | ||||||
Warrant Liability 2 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Risk free interest rate | 3.78% | 4.22% | |||||
Expected term (years) | 2 years | ||||||
Expected volatility | 134% | 136% | |||||
Warrant Liability [Member] | |||||||
Class of Stock [Line Items] | |||||||
Risk free interest rate | 3.25% | 4.22% | |||||
Expected term (years) | 2 years | 1 year 10 months 24 days | |||||
Expected volatility | 132% | 129% | |||||
Warrant Liability 3 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Risk free interest rate | 2.57% | 4.25% | |||||
Expected term (years) | 3 years | 2 years 6 months | |||||
Expected volatility | 184% | 145% | |||||
Warrant Liability 4 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Risk free interest rate | 4.22% | 0.53% | 0.97% | ||||
Expected term (years) | 1 year 8 months 12 days | 2 years 8 months 12 days | 2 years 4 months 24 days | ||||
Expected volatility | 121% | 189% | 191% | ||||
Warrant Liability 5 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Risk free interest rate | 0.30% | 4.22% | 0.97% | ||||
Expected term (years) | 3 years | 1 year 8 months 12 days | 2 years 4 months 24 days | ||||
Expected volatility | 180% | 123% | 189% |
Common Stock and Warrants (De_4
Common Stock and Warrants (Details - Outstanding Warrants) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 shares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 23,916,400 | ||
Broker warrants issued | 519,160 | [1] | |
Warrant outstanding at beginning, balance | 9,623,510 | 0 | |
Exercised | 0 | 0 | |
Issued | 14,812,050 | 9,623,510 | |
Expired | 0 | 0 | |
Warrant outstanding at ending, balance | 24,435,560 | 9,623,510 | |
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant outstanding at beginning, balance | 6,423,810 | 0 | |
Exercised | 0 | 0 | |
Issued | 0 | 6,423,810 | |
Expired | 0 | 0 | |
Warrant outstanding at ending, balance | 6,423,810 | 6,423,810 | |
Warrant 1 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant outstanding at beginning, balance | 3,199,700 | 0 | |
Exercised | 0 | 0 | |
Issued | 0 | 3,199,700 | |
Expired | 0 | 0 | |
Warrant outstanding at ending, balance | 3,199,700 | 3,199,700 | |
Warrant 2 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant outstanding at beginning, balance | 0 | 0 | |
Exercised | 0 | 0 | |
Issued | 6,320,000 | 0 | |
Expired | 0 | 0 | |
Warrant outstanding at ending, balance | 6,320,000 | 0 | |
Warrant 3 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant outstanding at beginning, balance | 0 | 0 | |
Exercised | 0 | 0 | |
Issued | 5,651,750 | 0 | |
Expired | 0 | 0 | |
Warrant outstanding at ending, balance | 5,651,750 | 0 | |
Warrant 4 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant outstanding at beginning, balance | 0 | 0 | |
Exercised | 0 | 0 | |
Issued | 2,840,300 | 0 | |
Expired | 0 | 0 | |
Warrant outstanding at ending, balance | 2,840,300 | 0 | |
Warrant Issued [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 6,250,000 | ||
Broker warrants issued | 173,810 | [1] | |
Issued date | May 21 | ||
Expiration date | May 24 | ||
Exercise price | $ / shares | $ 0.15 | ||
Warrant Issued 1 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 3,108,700 | ||
Broker warrants issued | 91,000 | [1] | |
Issued date | Sep 21 | ||
Expiration date | May 24 | ||
Exercise price | $ / shares | $ 0.15 | ||
Warrant Issued 2 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 6,250,000 | ||
Broker warrants issued | 70,000 | [1] | |
Issued date | Apr 22 | ||
Expiration date | Apr 25 | ||
Exercise price | $ / shares | $ 0.15 | ||
Warrant Issued 3 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 5,547,500 | ||
Broker warrants issued | 104,250 | [1] | |
Issued date | Aug 22 | ||
Expiration date | Aug 24 | ||
Exercise price | $ / shares | $ 0.12 | ||
Warrant Issued 4 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 2,760,200 | ||
Broker warrants issued | 80,100 | [1] | |
Issued date | Sep 22 | ||
Expiration date | Sep 24 | ||
Exercise price | $ / shares | $ 0.12 | ||
[1]Broker warrants expire 24 months from issue date |
Common Stock and Warrants (De_5
Common Stock and Warrants (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 14, 2022 USD ($) shares | Aug. 12, 2022 USD ($) shares | Jun. 09, 2022 USD ($) | Sep. 30, 2021 USD ($) shares | May 25, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) shares | Apr. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Sep. 30, 2022 $ / shares | Apr. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2020 shares | ||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued new, shares | shares | 443,110 | 1,181,250 | |||||||||||||||||
Share price | $ / shares | $ 0.08 | $ 0.08 | |||||||||||||||||
Broker warrants issued | shares | [1] | 519,160 | 519,160 | ||||||||||||||||
Note payable | $ 125,000 | $ 125,000 | $ 125,000 | $ 0 | |||||||||||||||
Purchase acqusition | $ 185,000 | ||||||||||||||||||
Repayments of Long-Term Loans from Vendors | 25,000 | ||||||||||||||||||
Number value purchase price issuance | 35,000 | $ 35,000 | |||||||||||||||||
Loan settled | 125,000 | ||||||||||||||||||
Repayment of Loans | $ 25,000 | ||||||||||||||||||
Number of shares issued, other | shares | 3,375,000 | ||||||||||||||||||
Offering private placement | $ 75,000 | $ 793,738 | $ 742,375 | ||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 24,435,560 | 24,435,560 | 24,435,560 | 9,623,510 | 0 | ||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Sale of stock | shares | 6,250,000 | ||||||||||||||||||
Gibbs [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||
Gibbs [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Note payable | $ 26,100 | $ 26,100 | $ 75,000 | $ 26,100 | |||||||||||||||
Accrued interest | $ 463 | $ 463 | 463 | ||||||||||||||||
Share price | $ / shares | 0.08 | 0.08 | |||||||||||||||||
Gibbs [Member] | Promissory Note [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Note payable | $ 26,100 | ||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||
Gibbs [Member] | Promissory Note One [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Note payable | $ 50,000 | ||||||||||||||||||
Gibbs [Member] | Promissory Note Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Note payable | $ 25,000 | ||||||||||||||||||
Power [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Debt Conversion, amount | $ 96,500 | ||||||||||||||||||
Debt Conversion, Shares Issued | shares | 2,144,444 | 2,144,444 | |||||||||||||||||
Share price | $ / shares | $ 0.045 | $ 0.045 | $ 0.045 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Share price | $ / shares | $ 0.12 | $ 0.15 | |||||||||||||||||
Placement Sept 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche One [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued new, shares | shares | 8,307,700 | ||||||||||||||||||
Placement Sept 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued new, shares | shares | 8,307,700 | 8,307,700 | |||||||||||||||||
Placement Sept 2022 [Member] | Broker Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Broker warrants issued | shares | 184,350 | ||||||||||||||||||
Placement Sep 2022 [Member] | Common Stock And One Warrant Unit [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Broker warrants | $ 14,748 | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 649,868 | ||||||||||||||||||
Placement Sep 2022 [Member] | Warrants 2 [Member] | Tranche Three [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | $ 97,080 | $ 100,656 | $ 97,080 | $ 97,080 | |||||||||||||||
Warrant issued | shares | 2,760,200 | ||||||||||||||||||
Derivative, Gain on Derivative | 3,576 | ||||||||||||||||||
Placement Sep 2022 [Member] | Broker Warrants 1 [Member] | Tranche Three [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant issued | shares | 80,100 | ||||||||||||||||||
Fair Value Adjustment of Warrants | 2,921 | ||||||||||||||||||
Placement Aug 2022 [Member] | Broker Warrants [Member] | Tranche Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant issued | shares | 104,250 | ||||||||||||||||||
Fair Value Adjustment of Warrants | 6,312 | ||||||||||||||||||
Placement Aug 2022 [Member] | Warrants [Member] | Tranche One [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | 106,093 | $ 129,812 | 106,093 | 106,093 | |||||||||||||||
Warrant issued | shares | 3,247,500 | ||||||||||||||||||
Derivative, Gain on Derivative | 23,719 | ||||||||||||||||||
Placement Aug 2022 [Member] | Warrants 1 [Member] | Tranche Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | 79,609 | 79,609 | $ 139,255 | 79,609 | |||||||||||||||
Warrant issued | shares | 2,300,000 | ||||||||||||||||||
Derivative, Gain on Derivative | 59,646 | ||||||||||||||||||
Placement April 2022 [Member] | Common Stock And One Warrant Unit [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 394,082 | ||||||||||||||||||
Placement April 2022 [Member] | Broker Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Broker warrants issued | shares | 70,000 | ||||||||||||||||||
Placement Aprl 2022 [Member] | Warrants 3 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | $ 203,838 | ||||||||||||||||||
Placment Aprl 2022 [Member] | Warrants 3 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | $ 248,760 | ||||||||||||||||||
Fair Value Adjustment of Warrants | 44,922 | ||||||||||||||||||
Placment Aprl 2022 [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Fair Value Adjustment of Warrants | 1,344 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued new, shares | shares | 14,358,700 | ||||||||||||||||||
Proceeds from sale of stock | $ 742,375 | ||||||||||||||||||
Placement Sept 2021 [Member] | Common Stock And One Warrant Unit [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued new, shares | shares | 3,108,700 | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 190,552 | ||||||||||||||||||
Placement Sept 2021 [Member] | Broker Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Broker warrants issued | shares | 91,000 | ||||||||||||||||||
Placement Sept 2021 [Member] | Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant expiration date | May 31, 2024 | May 31, 2024 | |||||||||||||||||
Placement Sept 2021 [Member] | Warrants 4 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | 80,463 | 80,463 | 80,463 | 341,145 | |||||||||||||||
Derivative, Gain on Derivative | 260,682 | ||||||||||||||||||
Placement Sept 2021 [Member] | Broker Warrants 3 [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Fair Value Adjustment of Warrants | 7,472 | ||||||||||||||||||
Placment May 2021 [Member] | Common Stock And One Warrant Unit [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued new, shares | shares | 6,250,000 | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 401,823 | ||||||||||||||||||
Warrant expiration date | May 31, 2024 | ||||||||||||||||||
Placment May 2021 [Member] | Broker Warrants [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Broker warrants issued | shares | 173,810 | ||||||||||||||||||
Placment May 2021 [Member] | Warrants 5 [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Derivative Liability | $ 163,161 | $ 163,161 | 163,161 | $ 683,063 | |||||||||||||||
Fair Value Adjustment of Warrants | 519,902 | ||||||||||||||||||
Placment May 2021 [Member] | Broker Warrants 4 [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Fair Value Adjustment of Warrants | $ 12,943 | ||||||||||||||||||
[1]Broker warrants expire 24 months from issue date |
Share-based compensation (Detai
Share-based compensation (Details - Assumptions) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 177.90% |
Expected life | 5 years 6 months |
Risk free interest rate | 3.20% |
Option | shares | 730,000 |
Exercise Price | $ / shares | $ 0.08 |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 211% |
Expected life | 3 years 4 months 24 days |
Risk free interest rate | 0.31% |
Share Based Compensation (Detai
Share Based Compensation (Details - Stock option) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option exercised | 0 | 0 | |
Outstanding at ending | 730,000 | ||
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding at beginning | 2,000,000 | 0 | |
Weighted average exercise price outstanding at beginning | $ 0.09 | $ 0 | |
Stock option exercised | 0 | 0 | |
Weighted average exercise price Exercised | $ 0 | $ 0 | |
Stock option Issued | 730,000 | 2,000,000 | |
Weighted average exercise price Issued | $ 0.06 | $ 0.09 | |
Weighted average remaining contractual life years Issued | 10 years | 4 years 2 months 12 days | |
Stock option Canceled | 0 | 0 | |
Weighted average exercise price Canceled | $ 0 | ||
Weighted average remaining contractual life years | 5 years 2 months 12 days | 4 years 2 months 12 days | |
Aggregate intrinsic value option exercisable | $ 80,000 | ||
Outstanding at ending | 2,730,000 | 2,000,000 | 0 |
Weighted average exercise price outstanding at ending | $ 0.07 | $ 0.09 | $ 0 |
Option Exercisable at ending | 2,230,000 | ||
Weighted average exercise price option exercisable | $ 0.08 | ||
Weighted average remaining contractual life years Exercisable | 5 years 7 months 6 days |
Share Based Compensation (Det_2
Share Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 22, 2022 | Mar. 22, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Payment Arrangement, Noncash Expense | $ 79,120 | $ 165,815 | |||
Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 730,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 43,456 | ||||
Stock Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options issued | 2,000,000 | ||||
Fair value of options granted | $ 190,202 | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 35,664 | $ 135,815 | |||
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) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2022 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Sep. 30, 2021 shares | Jun. 30, 2021 shares | Mar. 31, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares | Apr. 30, 2022 $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Note payable | $ 125,000 | $ 125,000 | $ 125,000 | $ 0 | ||||||||
Number of shares issued | shares | 443,110 | 1,181,250 | ||||||||||
Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares issued | shares | 2,760,200 | 3,375,000 | 8,307,700 | 6,250,000 | 3,108,700 | 8,000,000 | 3,250,000 | |||||
Power [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Professional and Contract Services Expense | 22,500 | |||||||||||
Debt Conversion, amount | $ 96,500 | |||||||||||
Debt Conversion, Shares Issued | shares | 2,144,444 | |||||||||||
Share price | $ / shares | $ 0.045 | $ 0.045 | $ 0.045 | |||||||||
Gibbs [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate | 6% | |||||||||||
Gibbs [Member] | Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Note payable | $ 26,100 | $ 75,000 | $ 26,100 | $ 26,100 | ||||||||
Share price | $ / shares | $ 0.08 | $ 0.08 | ||||||||||
Accrued interest | $ 463 | $ 463 | $ 463 | |||||||||
Gibbs [Member] | Promissory Note One [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Note payable | $ 50,000 | |||||||||||
Gibbs [Member] | Promissory Note Two [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Note payable | $ 25,000 | |||||||||||
Gibbs [Member] | Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Note payable | $ 26,100 | |||||||||||
Interest rate | 6% |