Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Mar. 05, 2019 | Mar. 31, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | MINERAL MOUNTAIN MINING & MILLING CO | ||
Entity Central Index Key | 66,600 | ||
Document Type | 10-K/A | ||
Document Period End Date | Sep. 30, 2018 | ||
Amendment Flag | true | ||
Amendment Description | Mineral Mountain Mining & Milling Company (we, our, the Company) is filing this Amendment No. 2 on Form 10-K/A (the Amendment) to update the signature page, the certifications of our Chief Executive Officer/Chief Financial Officer in Exhibits 31.1 and 32.1 and to provide our amended financial statements (the html format was filed on March 6, 2019) formatted in Extensible Business Reporting Language (XBRL). | ||
Current Fiscal Year End Date | --09-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Is Entity Emerging Growth Company? | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Public Float | $ 6,488,477 | ||
Entity Common Stock, Shares Outstanding | 66,619,733 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS (RE
CONSOLIDATED BALANCE SHEETS (RESTATED) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,900 | $ 5,011 |
Total Current Assets | 1,900 | 5,011 |
TOTAL ASSETS | 1,900 | 5,011 |
CURRENT LIABILITIES | ||
Accounts payable | 21,084 | 10,804 |
Accrued interest | 8,002 | 2,350 |
Deferred payroll | 74,257 | |
Notes payable - related party | 57,000 | 57,000 |
Total Current Liabilities | 160,343 | 70,154 |
TOTAL LIABILITIES | 160,343 | 70,154 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.10 par value, 10,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 60,436,162 and 53,816,162 shares issued and outstanding | 60,436 | 53,816 |
Additional paid-in capital | 2,752,600 | 2,444,186 |
Shares to be issued | 55,000 | |
Accumulated deficit | (3,026,479) | (2,563,145) |
Total Stockholders' Deficit | (158,443) | (65,143) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,900 | $ 5,011 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (RESTATED) (Parenthetical) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 60,436,162 | 53,816,162 |
Common stock, outstanding | 60,436,162 | 53,816,162 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (RESTATED) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Consolidated Statements Of Operations | ||
REVENUES | ||
OPERATING EXPENSES | ||
Professional fees | 74,662 | 40,000 |
General and administrative | 193,017 | 51,058 |
Officers' fees | 140,742 | |
Mineral property expense | 47,261 | 50,846 |
Mineral property option | 10,000 | |
TOTAL OPERATING EXPENSES | 455,682 | 151,904 |
LOSS FROM OPERATIONS | (455,682) | (151,904) |
OTHER INCOME (EXPENSES) | ||
Interest expense | (5,652) | (2,124) |
Other Expense | (2,000) | |
TOTAL OTHER INCOME (EXPENSES) | (7,652) | (2,124) |
LOSS BEFORE TAXES | (463,334) | (154,028) |
INCOME TAXES | ||
NET LOSS | $ (463,334) | $ (154,028) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ (0.01) | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED | 58,750,329 | 52,316,162 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (RESTATED) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Shares to be Issued | Total |
Beginning balance, shares at Sep. 30, 2016 | 48,816,162 | ||||
Beginning balance, amount at Sep. 30, 2016 | $ 48,816 | $ 2,349,186 | $ (2,409,117) | $ 40,000 | $ 28,885 |
Common stock issued for cash, shares | 3,000,000 | ||||
Common stock issued for cash, amount | $ 3,000 | 50,333 | (40,000) | 13,333 | |
Common stock issued for services, shares | 2,000,000 | ||||
Common stock issued for services, amount | $ 2,000 | 38,000 | 40,000 | ||
Warrants | 6,667 | 6,667 | |||
Warrants issued for directors' fees | |||||
Net loss | (154,028) | (154,028) | |||
Ending balance, shares at Sep. 30, 2017 | 53,816,162 | ||||
Ending balance, amount at Sep. 30, 2017 | $ 53,816 | 2,444,186 | (2,563,145) | (65,143) | |
Common stock issued for cash, shares | 5,760,000 | ||||
Common stock issued for cash, amount | $ 5,760 | 218,340 | 55,000 | 279,100 | |
Common stock issued for services, shares | 300,000 | ||||
Common stock issued for services, amount | $ 300 | 45,200 | 45,500 | ||
Common stock issued for reimbursement of mineral claims, shares | 500,000 | ||||
Common stock issued for reimbursement of mineral claims, amount | $ 500 | 4,540 | 5,040 | ||
Warrants issued for directors' fees | 39,194 | 39,194 | |||
Exercise of warrants, shares | 60,000 | ||||
Exercise of warrants, amount | $ 60 | 1,140 | 1,200 | ||
Net loss | (463,334) | (463,334) | |||
Ending balance, shares at Sep. 30, 2018 | 60,436,162 | ||||
Ending balance, amount at Sep. 30, 2018 | $ 60,436 | $ 2,752,600 | $ (3,026,479) | $ 55,000 | $ (158,443) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (463,334) | $ (154,028) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Common stock issued for services | 45,500 | 40,000 |
Common stock issued for reimbursement of mineral claim fees | 5,040 | |
Warrants issued for directors' fees | 39,194 | |
Changes in assets and liabilities: | ||
Increase (decrease) in accounts payable | 10,283 | 7,000 |
Increase (decrease) in accrued interest | 5,650 | 2,124 |
Decrease (increase) in deferred payroll | 74,256 | |
Net cash used by operating activities | (283,411) | (104,904) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock and warrants | 279,100 | 20,000 |
Proceeds from note payable | 50,000 | |
Payment of note payable | (1,000) | |
Proceeds from conversion of warrants | 1,200 | |
Net cash provided by financing activities | 280,300 | 69,000 |
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | (3,111) | (35,904) |
Cash, beginning of period | 5,011 | 40,915 |
Cash, end of period | 1,900 | 5,011 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Mineral Mountain Mining & Milling Company (“the Company”) was incorporated under the laws of the State of Idaho on August 4, 1932 as and is publicly held. The Company was incorporated for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and copper. The Company has two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines, Inc., a Wyoming corporation. The Company currently holds 66 claim blocks in Alaska, through its subsidiary, Nomadic Gold Mines, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) | This summary of significant accounting policies of Mineral Mountain Mining & Milling Company and its two wholly owned subsidiaries is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements. Basis of Presentation The consolidated financial statements incorporate the accounts of Mineral Mountain Mining & Milling Company and its wholly owned subsidiaries. subsidiaries.adic Gold Mines, Inc.ough its sibuld All significant inter-company balances and transactions have been eliminated in consolidation. The accounts have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Accounting Method The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Earnings (Losses) Per Share Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Fully-diluted earnings per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the additional common shares that would have been outstanding if potential common shares had been issued. Potential common shares are not included in the computation of fully diluted earnings per share if their effect is anti-dilutive. Cash Equivalents The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents. Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. Fair Value of Financial Instruments The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2018 and 2017. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company did not have any assets or liabilities measured at fair value at September 30, 2018 and 2017. Going Concern As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2018, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $3,026,479. The Company's working capital deficit is $158,443. Achievement of the Company's objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs. The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition New Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, The amendments in this Update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU will be effective for annual periods beginning after December 15, 2018 and interim periods within that fiscal year, early adoption is permitted. We do not believe the adoption of ASU 2018-07 has materially impacted our consolidated financial statements. In March 2016, The FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718). This ASU was issued as part of the FASB’s simplification initiative and affects all entities that issued share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU will be effective for annual periods ending after December 15, 2016 and interim periods beginning after December 15, 2016 with early adoption permitted. We believe the adoption of ASU 2016-09 has not materially impacted our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and, (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The standard became effective for calendar years beginning after December 15, 2018. The Company early adopted ASC 842, but we have determined the scope exception applied, resulting in the recognition that all lease payments will be expensed as incurred and are included in mineral property expense. The Company has evaluated the authoritative guidance issued subsequent to September 30, 2018 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3 - RESTATEMENT OF FINANCIAL STATEMENTS | In November 2018, information came to the attention of Company management that led it to investigate whether one of the Company’s property and mineral leases, its Alaska Mineral Lease, qualified for early adoption of ASU No. 2016-02, resulting in the recognition of a right of use asset and lease liability in accordance with ASC 842, was the absolute best accounting practice or whether the scope exception applied and the lease payments should have been expensed as incurred in accordance with the scope exception of ASC 842. Company management concluded on February 14, 2019 and notified the Board that a portion of its financial statements should no longer be relied upon because of an error in such financial statements. Company management further concluded that the Company could properly early adopt ASC 842, but that we determined the scope exception applied and that it should account for the Alaska Mineral Lease payments as expenses as incurred pursuant the scope exception of ASC 842. On February 15, 2019, the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), concurred with these conclusions and that the financial statements, including the fiscal years ended September 30, 2017 and September 30, 2018, should be restated and amended to reflect this change. The Company determined that it had made an error in how it implemented ASU No. 2016-02, Leases as it relates to the Alaska Mineral Lease and Option to Purchase. The ASU-842-10-15 scope exception states that the topic does not apply to “Leases to explore for or use minerals, oil, natural gas, and similar nonregenerative resources. This includes rights to explore for those natural resources and rights to use the land in which those natural resources are contained (that is, unless those rights of use include more than the right to explore for natural resources), but not equipment used to explore for the natural resources”. The Company believed that there was an infrastructure asset present on the Company’s leased property in the form of unpaved roads and an exclusive right to use that infrastructure pursuant to the terms of the Alaska Mineral Lease that met the requirement that the lease include more than the right to explore for natural resources. Company Management has since determined that this infrastructure asset may not meet that criteria, and as a result the Company has restated the accompanying financial statements to reflect this change. The cumulative effect of the change on retained earnings at October 1, 2016 was an increase of $331,332. The effects of the error correction are as follows: Originally Restatement Consolidated Balance Sheets Reported Adjustment As Restated As of September 30, 2018 Investment in mineral lease $ 336,000 $ (336,000 ) $ - Mineral lease, net $ 101,498 $ (101,498 ) $ - Long term mineral lease liability $ 216,817 $ (216,817 ) $ - Accumulated deficit $ (2,805,798 ) $ (220,681 ) $ (3,026,479 ) Earnings per share $ - $ - $ - Originally Restatement Consolidated Balance Sheets Reported Adjustment As Restated As of September 30, 2017 Investment in mineral lease $ 336,000 $ (336,000 ) $ - Mineral lease, net $ 101,498 $ (101,498 ) $ - Accrued lease payments $ 20,000 $ (20,000 ) $ - Long term mineral lease liability $ 212,318 $ (212,318 ) $ - Accumulated deficit $ (2,282,645 ) $ (280,500 ) $ (2,563,145 ) Earnings per share $ - $ - $ - Originally Restatement Consolidated Statements of Operations Reported Adjustment As Restated For the year ended September 30, 2018 Mineral Property Expense $ 79,321 $ (59,819 ) $ 19,502 Total operating expenses $ 515,501 $ (59,819 ) $ 455,682 Originally Restatement Consolidated Statements of Operations Reported Adjustment As Restated For the year ended September 30, 2017 Mineral Property Expense $ 101,679 $ (41,860 ) $ 50,846 Total operating expenses $ 202,737 $ (50,833 ) $ 151,904 Originally Restatement Consolidated Statements of Cash Flows Reported Adjustment As Restated For the year ended September 30, 2018 Amortization of mineral lease $ 50,833 $ (50,833 ) $ - A discussion of the Company’s improvements in its disclosure controls and procedures is contained in Item 9A, the “Controls and Procedures” section of this Annual Report. |
MINING CLAIMS AND LAND (RESTATE
MINING CLAIMS AND LAND (RESTATED) | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 - MINING CLAIMS AND LAND (RESTATED) | Alaska Mineral Lease and Option to Purchase On April 5, 2016, the Company signed a Lease Agreement with Option to Purchase thirty contiguous mining claims known as the Caribou Mining Claims consisting of 4,800 acres in the State of Alaska. The agreement consists of two parts, an Option to Purchase and until such time as the Option to Purchase is exercised, the Agreement is considered a lease. This was a related party transaction. Option to Purchase The Option to Purchase may be exercised without pre-payment penalty at any time prior to the ninth anniversary of the effective date of the agreement which would be April 5, 2025 by remitting $5,000,000. In order to maintain the Option to Purchase the Company must make expenditures for work on the property as follows: Work Expenditure Commitments Due Before Amount December 1, 2019 $ 150,000 December 1, 2020 250,000 December 1, 2021 500,000 December 1, 2022 1,000,000 December 1, 2023 1,000,000 December 1, 2024 1,000,000 Total $ 3,900,000 Lease In order to maintain the Option to Purchase the Company shall make the following lease payments. Lease Payment Obligations Date Due Amount April 5, 2016 $ 20,000 April 5, 2016 5,000 April 5, 2019 10,000 April 5, 2020 20,000 April 5, 2021 40,000 April 5, 2022 70,000 April 5, 2023 100,000 Total $ 265,000 Paid during year ended September 30, 2016 25,000 Balance at September 30, 2016 $ 240,000 Paid during year ended September 30, 2017 0 Balance at September 30, 2017 $ 240,000 Paid during year ended September 30, 2018 0 Balance at September 30, 2018 $ 240,000 There was additional consideration of 11,200,000 shares of common stock valued at $336,000 recorded as mineral property expense. In addition, under the agreement a royalty equal to two percent (2%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option to Purchase has been exercised. No royalties have been incurred as of September 30, 2018 or 2017. On August 17, 2018, the Company agreed to an amendment to Lease Agreement with Option to Purchase, with effect on April 18, 2016, for the Caribou Mining Claims modifying the payment schedules for the lease payments and option to purchase to accommodate the Company’s efforts to secure additional capital investment for the Caribou Mining Claims resulting in significant savings and flexibility to the Company. Lewis Mineral Lease and Option to Purchase On December 18, 2017, the Company signed a Lease Agreement with Option to Purchase sixteen unpatented mining claims known as the Lewiston Claims and three patented mining claims known as the Hidden Hand, Morris and Casselton Claims, located in the State of Wyoming. The agreement consists of two parts, an option to purchase and until such time as the Option to Purchase is exercised, the Agreement is considered a lease. Option to Purchase The Option to Purchase may be exercised without pre-payment penalty at any time prior to the seventh anniversary of the effective date of the agreement which would be December 18, 2024 by remitting $1,000,000. In order to maintain the Option to Purchase the Company must make six annual payments all of which will be credited to the purchase price beginning on December 18, 2018 and continuing until December 18, 2023. Lease In order to maintain the Option to Purchase the Company shall make the following lease payments. Lease Payment Obligations Date Due Amount June 18, 2018 $ 20,000 December 18, 2018 30,000 December 18, 2019 30,000 December 18, 2020 30,000 December 18, 2021 30,000 December 18, 2022 30,000 December 18, 2023 30,000 Total $ 200,000 There was additional consideration of 500,000 warrants to purchase shares of common stock value. In addition, under the agreement a royalty equal to three percent (3%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option to Purchase has been exercised. No royalties have been incurred as of September 30, 2018. The parties to the lease amended the payment schedule to defer $7,500 in lease payments indefinitely. Helen G Mineral Lease On March 8, 2018, the Company signed a Lease Agreement for three patented mining claims known as the Helen G. (a/k/a Allen G), Mill and Star Lode Claims, located in the State of Wyoming. Under the agreement a royalty shall be paid as follows: · If the monthly average per troy ounce of gold is over $1,500 the royalty shall be 3.5% of net smelter returns. · If the monthly average per troy ounce of gold is greater than $1,400 but less than $1,500, the royalty shall be 3.0% of net smelter returns. · If the monthly average per troy ounce of gold is greater than $1,300 but less than $1,400, the royalty shall be 2.5% of net smelter returns. · If the monthly average per troy ounce of gold is $1,300 or less the royalty shall be 2.0% of net smelter returns. No royalties have been incurred as of September 30, 2018. Lease In order to maintain its lease the Company shall make a $2,500 advance royalty payments at execution of the agreement and on each yearly anniversary for as long as the agreement is in effect. These advance royalty payments will be credited to the production royalty payments owed above. The failure of the Company to timely tender the advance royalty payment may terminate this lease. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5 - COMMON STOCK | Upon formation the authorized capital of the Company was 2,000,000 shares of common stock with a par value of $.05, in 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 and created 10,000,000 shares of preferred stock with a par value of $.10. All amounts in the foregoing financials reflect this change. During the year ended September 30, 2017, the Company issued 3,000,000 shares of common stock and 1,000,000 warrants for cash of $60,000; $40,000 of this was received during the year ended September 30, 2016; and 2,000,000 shares of common stock for services valued at $40,000. The 1,000,000 warrants were issued for cash at an exercise price of $0.05 and a term of five years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.05, risk free interest rate of 1.84%, expected life of five years, and expected volatility of 736.39% with no dividends expected to be issued. The fair value of the warrants totaled $6,667 at the issuance date and this amount was recorded as equity. During the year ended September 30, 2018, the Company issued 5,760,000 shares of common stock for cash of $224,100; 1,275,000 shares of common stock for cash of $55,000 that were unissued as of September 30, 2018;300,000 shares of common stock for services valued at $45,500; and 500,000 shares of common stock for reimbursement of mineral claim fees. Additionally, 280,000 warrants were issued for directors fees at an exercise price of $0.02 and a term of two years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02, risk free interest rate of 1.99%, expected life of two years, and expected volatility of 495.28%. The fair value of the warrants totaled $39,194 at the issuance date and this amount was recorded as equity. Also during the period 60,000 options were exercised at a price of $.02 for cash in the amount of $1200.00 The following warrants were outstanding at September 30, 2018: Warrant Type Warrants Issued and Unexercised Exercise Price Expiration Date Warrants 1,000,000 $ 0.05 December 2021 Warrants 500,000 $ 0.10 December 2021 Warrants 220,000 $ 0.02 January 2020 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6 - RELATED PARTY TRANSACTIONS | During the year ended September 30, 2016 the Company issued a note payable to a family member of an officer in the amount of $15,000. $3,000 was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning on July 24, 2016 and, in the event of demand for payment, a default interest rate of 15% applies. The balance of principal and interest at December 31, 2018 was $9,967. Also during the year ended September 30, 2016, the Company through its wholly owned subsidiary, Nomadic Gold Mines, Inc, entered into a lease agreement with option to purchase with Ben Porterfield, a related party. See Note 3. During the year ended September 30, 2017 the Company issued two notes payable to Premium Exploration Mining in the amount of $35,000 and $15,000 each having an interest rate of 5%, the balance of principal and interest at December 31, 2018 and September 30, 2018 was $57,127 and $55,342, respectively, the companies had directors in common until October 31, 2018. A family member of an officer provides investor relations consulting services and other administrative functions to the Company, during the period ended September 30, 2018, $44,400 was paid in cash for consulting; during the period ended September 30, 2017, $13,950 was paid in cash and $3,000 in common stock for consulting; during the period ended September 30, 2016, $7,000 was paid in cash; $10,000 was paid in cash for consulting; during the period ended December 31, 2017, $4,500 was paid in cash. |
INCOME TAXES (RESTATED)
INCOME TAXES (RESTATED) | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7 - INCOME TAXES (RESTATED) | Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2018 the Company had taken no tax positions that would require disclosure under ASC 740. The Company files income tax returns in the U.S. federal jurisdiction and the State of Idaho. The Company is currently in arrears in filing their federal and state tax returns, both jurisdictions statute of limitations of three years does not begin until the tax returns are filed. 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 amount used for income tax purposes. Significant components of the deferred tax assets at an anticipated tax rate of 34% for the period ended September 30, 2017 and 21% for the period ended September 30, 2018 are as follows: September 30, 2018 September 30, 2017 Net operating loss carryforwards 3,025,479 2,563,145 Deferred tax asset 968,769 871,469 Valuation allowance for deferred asset (968,769 ) (871,469 ) Net deferred tax asset - - At September 30, 2018 and September 30, 2017, the Company has net operating loss carryforwards of approximately $3,025,000 and $2,563,000 which will begin to expire in the year 2031. The change in the allowance account from September 30, 2017 to September 30, 2018 was $97,300. On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the December 31, 2017 fiscal year using a Federal Tax Rate of 21%. The remeasurement of the deferred tax assets resulted in a $60,234 reduction in tax assets to $968,769 from an estimate of $1,029,003 that the assets would have been using a 35% effective tax rate. |
SUBSEQUENT EVENTS (RESTATED)
SUBSEQUENT EVENTS (RESTATED) | 12 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 8 - SUBSEQUENT EVENTS (RESTATED) | The Company entered into an Equity Purchase Agreement, dated as of October 1, 2018 (the “Equity Purchase Agreement”), by and between the Company and Crown Bridge Partners, LLC (the “Crown Bridge”) pursuant to which the Company has agreed to issue to Crown Bridge shares of the Company's Common Stock, $0.001 par value (the “Common Stock”), in an amount up to Five Million Dollars ($5,000,000.00) (the “Shares”), in accordance with the terms of the Equity Purchase Agreement. In connection with the transactions contemplated by the Equity Purchase Agreement, the Company is required to register with the SEC the following shares of Common Stock: (1) 8,000,000 Put Shares to be issued to the Investors upon purchase from the Company by the Investors from time to time pursuant to the terms and conditions of the Equity Purchase Agreement; (2) 1,428,571 shares of Common Stock to be issued by the Company to the Investors as a commitment fee pursuant to the Equity Purchase Agreement; and (3) the Company also has entered into a Registration Rights Agreement, of even date with the Equity Purchase Agreement with the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”) relating to the resale of the Put Shares. The Company intends to use the proceeds of the revolving credit line for general corporate purposes, which may include (i) acquisitions, (ii) refinancing or repayment of indebtedness, (iii) capital expenditures and working capital, (iv) investing in equipment and property development (which may include funding associated with exploration), and (v) pursuing other business opportunities both related and unrelated to our existing mining activities. On or about November 27, 2018, the Company issued a convertible promissory note with Power Up Lending Group Ltd. (“Power Up”) for the principal sum of $63,000.00, together with interest, with a maturity date of November 27, 2019. The Company agreed to pay interest on the unpaid principal balance at the rate of 12%per annum from the date thereof until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment. Power Up has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock. The conversion price shall be equal to the Variable Conversion Price, which is 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common Stock during the preceding 15 trading day period prior to the Conversion Date. By Board resolution, the following shares were issued from October 1, 2018 through March 4, 2019 for director, officer and/or consultant services rendered as follows: Date of Issue Recipient Name Aggregate Price Per Share Approximate Value of Services Received by Registrant Shares Issued 11/08/2018 Peter Papasavas – legal services $0.25 $50,000 200,000 11/08/2018 Michael Miller - director $0.20 $8,000 40,000 11/08/2018 Ulises de la Garza - director $0.20 $6,000 30,000 11/08/2018 Felix Keller - director $0.20 $8,000 40,000 11/27/2018 Sheldon Karasik $0.02 $80,000 4,000,000 1/31/2019 Peter Papasavas – legal services $0.10 $100,000 1,000,000 TOTAL $252,000 5,310,000 There were sales of equity securities by the Company after the year ended September 30, 2018 as identified below. The sales were completed pursuant to a Form D offering filed on or about February 25, 2018. By Board resolution, the following shares were issued and sold from October 1, 2018 through February 28, 2019 for a price of up to $0.05 per share, to each of the following: Date of Sale Recipient Name Aggregate Offering Price Consideration Received by Registrant Shares Issued 10/1/2018 Francia Gomez common at .05 per share $20,000 400,000 10/22/2018 Stillmont Advisors common at .04 per share $25,000 625,000 10/22/2018 Jonathan Ogle common at .05 per share $20,000 400,000 11/08/2018 Jeffery Ogle common at .05 per share $20,000 400,000 11/21/2018 Encore Tix common at .04 per share $10,000 250,000 11/27/2018 Ray Kohn common at .05 per share $1,000 20,000 11/27/2018 Stillmont Advisors common at .04 per share $25,000 625,000 TOTAL $121,000 2,720,000 The Company filed and claimed an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and grant and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption there from. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. By Board of Directors resolution dated January 15, 2018, 280,000 warrants were issued for directors fees at an exercise price of $0.02 and a term of two years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02, risk free interest rate of 1.99%, expected life of two years, and expected volatility of 495.28%. The fair value of the warrants totaled 39,194 at the issuance date and this amount was recorded as equity. During the second quarter period ending March 31, 2018 60,000 options were exercised at a price of $.02 for cash in the amount of $1,200.00 by Director Felix Keller. Additionally, the Board of Directors resolution dated January 15, 2018 approved an annual salary of $195,000 for the CEO and Chairman, Sheldon Karasik. Mr. Karasik’s calendar 2018 salary is $195,000 plus a $50,000 bonus which was awarded on November 8, 2018. He was paid a total of $111,516 during calendar year 2018. He also received 4 million shares in lieu of $80,000 of unpaid salary. He has deferred $3,485 in salary plus the $50,000 bonus, thus totaling $53,485 in deferred unpaid salary and bonus. By Board of Directors resolution dated November 8, 2018, bonuses were awarded as follows: 40,000 shares to Director Felix Keller, 40,000 shares to Director Michael Miller, 30,000 shares to Director Ulises de la Garza and 200,000 shares to Peter Papasavas. In 2016, former management of the Company negotiated a contract with M6 Limited, a stock promotion company, in which M6 would collectively receive an advanced payment of 4.3 million shares of Company common stock for certain promotional services. M6 itself received 2 million shares, an affiliated company, Maximum Harvest LLC, received 1.3 million shares and an affiliate of M6, Hahn M. Nguyen, received 1 million shares. In 2018, current management determined that it was not in the best interest of the Company to pursue the services and therefore terminated the contract with M6. The 4.3 million shares of common stock have been rescinded and, with the consent of M6, the process for the physical return of the shares is near completion. Pursuant to a Board of Directors resolution dated November 8, 2018, the Board of Directors authorized the Company to investigate and negotiate a merger with Newco, two newly formed corporate entities with unrelated businesses. The investigation is continuing and negotiations for a proposed merger have not commenced. Pursuant to a Board of Directors resolution dated December 13, 2018, the Company was authorized to renew the contract with Peter Papasavas of Papasavas Law Group, LLC to act as outside general counsel to provide legal services for a flat fee of one million shares issued upon an agreed upon date and the payment of a retainer in the amount of $10,000 in January 2019, and an additional nine (9) monthly installments of $5,000. In accordance with this retainer contract, on January 31, 2019, 1,000,000 shares of common stock were issued to Mr. Papasavas. In November 2018, information came to the attention of Company management that led it to investigate whether one of the Company’s property and mineral leases, its Alaska Mineral Lease, qualified for early adoption of ASU No. 2016-02, resulting in the recognition of a right of use asset and lease liability in accordance with ASC 842, was the absolute best accounting practice or whether the scope exception applied and the lease payments should have been expensed as incurred in accordance with the scope exception of ASC 842. Company management concluded on February 14, 2019 and notified the Board that a portion of its financial statements should no longer be relied upon because of an error in such financial statements. Company management further concluded that the Company could properly early adopt ASC 842, but that we determined the scope exception applied and that it should account for the Alaska Mineral Lease payments as expenses as incurred pursuant the scope exception of ASC 842. On February 15, 2019, the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC (“Fruci”), concurred with these conclusions and that the financial statements, including the fiscal years ended September 30, 2017 and September 30, 2018, should be restated and amended to reflect this change. See Note 2. Mineral Mountain is actively evaluating additional properties for mineral exploitation, is securing additional claims at its existing properties and is seeking additional sources of capital to fund ongoing and prospective mineral development and exploitation operations. The Company further seeks to pursue new business opportunities unrelated to our existing activities using proceeds from the Equity Purchase Agreement, or from other sources, whether through debt or equity, of which there can be no assurance, and any such efforts will be with the view of hopefully generating cash flow from operations, which the Company’s existing mining activities have not yet accomplished. Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other material events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Summary Of Significant Accounting Policies Restated | |
Basis of Presentation | The consolidated financial statements incorporate the accounts of Mineral Mountain Mining & Milling Company and its wholly owned subsidiaries. subsidiaries.adic Gold Mines, Inc.ough its sibuld All significant inter-company balances and transactions have been eliminated in consolidation. The accounts have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). |
Accounting Method | The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
Earnings (Losses) Per Share | Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Fully-diluted earnings per share is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the additional common shares that would have been outstanding if potential common shares had been issued. Potential common shares are not included in the computation of fully diluted earnings per share if their effect is anti-dilutive. |
Cash Equivalents | The Company considers cash, certificates of deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents. |
Estimates | The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations. |
Fair Value of Financial Instruments | The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2018 and 2017. The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company did not have any assets or liabilities measured at fair value at September 30, 2018 and 2017. |
Going Concern | As shown in the accompanying financial statements, the Company has incurred cumulative operating losses since inception. As of September 30, 2018, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $3,026,479. The Company's working capital deficit is $158,443. Achievement of the Company's objectives will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and to effectively operating and capital costs. The Company plans to fund its future operations by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. |
Provision for Taxes | Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition |
New Accounting Pronouncements | In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation, The amendments in this Update expand the scope of Topic 718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU will be effective for annual periods beginning after December 15, 2018 and interim periods within that fiscal year, early adoption is permitted. We do not believe the adoption of ASU 2018-07 has materially impacted our consolidated financial statements. In March 2016, The FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718). This ASU was issued as part of the FASB’s simplification initiative and affects all entities that issued share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU will be effective for annual periods ending after December 15, 2016 and interim periods beginning after December 15, 2016 with early adoption permitted. We believe the adoption of ASU 2016-09 has not materially impacted our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and, (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The standard became effective for calendar years beginning after December 15, 2018. The Company early adopted ASC 842, but we have determined the scope exception applied, resulting in the recognition that all lease payments will be expensed as incurred and are included in mineral property expense. The Company has evaluated the authoritative guidance issued subsequent to September 30, 2018 and does not expect the adoption of these standards to have a material effect on its financial position or results of operations. |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Restatement Of Financial Statements | |
Condensed financial statements | Originally Restatement Consolidated Balance Sheets Reported Adjustment As Restated As of September 30, 2018 Investment in mineral lease $ 336,000 $ (336,000 ) $ - Mineral lease, net $ 101,498 $ (101,498 ) $ - Long term mineral lease liability $ 216,817 $ (216,817 ) $ - Accumulated deficit $ (2,805,798 ) $ (220,681 ) $ (3,026,479 ) Earnings per share $ - $ - $ - Originally Restatement Consolidated Balance Sheets Reported Adjustment As Restated As of September 30, 2017 Investment in mineral lease $ 336,000 $ (336,000 ) $ - Mineral lease, net $ 101,498 $ (101,498 ) $ - Accrued lease payments $ 20,000 $ (20,000 ) $ - Long term mineral lease liability $ 212,318 $ (212,318 ) $ - Accumulated deficit $ (2,282,645 ) $ (280,500 ) $ (2,563,145 ) Earnings per share $ - $ - $ - Originally Restatement Consolidated Statements of Operations Reported Adjustment As Restated For the year ended September 30, 2018 Mineral Property Expense $ 79,321 $ (59,819 ) $ 19,502 Total operating expenses $ 515,501 $ (59,819 ) $ 455,682 Originally Restatement Consolidated Statements of Operations Reported Adjustment As Restated For the year ended September 30, 2017 Mineral Property Expense $ 101,679 $ (41,860 ) $ 50,846 Total operating expenses $ 202,737 $ (50,833 ) $ 151,904 Originally Restatement Consolidated Statements of Cash Flows Reported Adjustment As Restated For the year ended September 30, 2018 Amortization of mineral lease $ 50,833 $ (50,833 ) $ - |
MINING CLAIMS AND LAND (RESTA_2
MINING CLAIMS AND LAND (RESTATED) (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Schedule of work expenditure commitments | Work Expenditure Commitments Due Before Amount December 1, 2019 $ 150,000 December 1, 2020 250,000 December 1, 2021 500,000 December 1, 2022 1,000,000 December 1, 2023 1,000,000 December 1, 2024 1,000,000 Total $ 3,900,000 |
Alaska Mineral Lease [Member] | |
Schedule of lease payment obligations | Lease Payment Obligations Date Due Amount April 5, 2016 $ 20,000 April 5, 2016 5,000 April 5, 2019 10,000 April 5, 2020 20,000 April 5, 2021 40,000 April 5, 2022 70,000 April 5, 2023 100,000 Total $ 265,000 Paid during year ended September 30, 2016 25,000 Balance at September 30, 2016 $ 240,000 Paid during year ended September 30, 2017 0 Balance at September 30, 2017 $ 240,000 Paid during year ended September 30, 2018 0 Balance at September 30, 2018 $ 240,000 |
Lewis Mineral Lease [Member] | |
Schedule of lease payment obligations | Lease Payment Obligations Date Due Amount June 18, 2018 $ 20,000 December 18, 2018 30,000 December 18, 2019 30,000 December 18, 2020 30,000 December 18, 2021 30,000 December 18, 2022 30,000 December 18, 2023 30,000 Total $ 200,000 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Common Stock Tables Abstract | |
Summary of warrants outstanding | Warrant Type Warrants Issued and Unexercised Exercise Price Expiration Date Warrants 1,000,000 $ 0.05 December 2021 Warrants 500,000 $ 0.10 December 2021 Warrants 220,000 $ 0.02 January 2020 |
INCOME TAXES (RESTATED) (Tables
INCOME TAXES (RESTATED) (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Taxes Restated | |
Summary of deferred tax assets | September 30, 2018 September 30, 2017 Net operating loss carryforwards 3,025,479 2,563,145 Deferred tax asset 968,769 871,469 Valuation allowance for deferred asset (968,769 ) (871,469 ) Net deferred tax asset - - |
SUBSEQUENT EVENTS (RESTATED) (T
SUBSEQUENT EVENTS (RESTATED) (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Subsequent Events Restated | |
Summary of shares issued aggregate price per share | Date of Issue Recipient Name Aggregate Price Per Share Approximate Value of Services Received by Registrant Shares Issued 11/08/2018 Peter Papasavas – legal services $0.25 $50,000 200,000 11/08/2018 Michael Miller - director $0.20 $8,000 40,000 11/08/2018 Ulises de la Garza - director $0.20 $6,000 30,000 11/08/2018 Felix Keller - director $0.20 $8,000 40,000 11/27/2018 Sheldon Karasik $0.02 $80,000 4,000,000 1/31/2019 Peter Papasavas – legal services $0.10 $100,000 1,000,000 TOTAL $252,000 5,310,000 |
Summary of common stock shares issued aggregate offering price per share | Date of Sale Recipient Name Aggregate Offering Price Consideration Received by Registrant Shares Issued 10/1/2018 Francia Gomez common at .05 per share $20,000 400,000 10/22/2018 Stillmont Advisors common at .04 per share $25,000 625,000 10/22/2018 Jonathan Ogle common at .05 per share $20,000 400,000 11/08/2018 Jeffery Ogle common at .05 per share $20,000 400,000 11/21/2018 Encore Tix common at .04 per share $10,000 250,000 11/27/2018 Ray Kohn common at .05 per share $1,000 20,000 11/27/2018 Stillmont Advisors common at .04 per share $25,000 625,000 TOTAL $121,000 2,720,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended |
Sep. 30, 2018 | |
Organization And Description Of Business | |
Date of incorporation | Aug. 4, 1932 |
State of incorporation | Idaho |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Summary Of Significant Accounting Policies Restated Details Narrative Abstract | ||
Accumulated deficit | $ (3,026,479) | $ (2,563,145) |
Working capital deficit | $ (158,443) |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accumulated deficit | $ (3,026,479) | $ (2,563,145) |
Originally Reported [Member] | ||
Investment in mineral lease | 336,000 | 336,000 |
Mineral lease, net | 101,498 | 101,498 |
Accrued lease payments | 20,000 | |
Long term mineral lease liability | 216,817 | 212,318 |
Accumulated deficit | $ (2,805,798) | $ (2,282,645) |
Earnings per share | ||
Restatement Adjustment [Member] | ||
Investment in mineral lease | $ (336,000) | $ (336,000) |
Mineral lease, net | (101,498) | (101,498) |
Accrued lease payments | (20,000) | |
Long term mineral lease liability | (216,817) | (212,318) |
Accumulated deficit | $ (220,681) | $ (280,500) |
Earnings per share | ||
Restated [Member] | ||
Investment in mineral lease | ||
Mineral lease, net | ||
Accrued lease payments | ||
Long term mineral lease liability | ||
Accumulated deficit | $ (3,026,479) | $ (2,563,145) |
Earnings per share |
RESTATEMENT OF FINANCIAL STAT_4
RESTATEMENT OF FINANCIAL STATEMENTS (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Mineral Property Expense | $ 47,261 | $ 50,846 |
Originally Reported [Member] | ||
Mineral Property Expense | 79,321 | 101,679 |
Total operating expenses | 515,501 | 202,737 |
Restatement Adjustment [Member] | ||
Mineral Property Expense | (59,819) | (41,860) |
Total operating expenses | (59,819) | (50,833) |
Restated [Member] | ||
Mineral Property Expense | 19,502 | 50,846 |
Total operating expenses | $ 455,682 | $ 151,904 |
RESTATEMENT OF FINANCIAL STAT_5
RESTATEMENT OF FINANCIAL STATEMENTS (Details 2) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Originally Reported [Member] | |
Amortization of mineral lease | $ 50,833 |
Restatement Adjustment [Member] | |
Amortization of mineral lease | (50,833) |
Restated [Member] | |
Amortization of mineral lease |
RESTATEMENT OF FINANCIAL STAT_6
RESTATEMENT OF FINANCIAL STATEMENTS (Details Narrative) | Sep. 30, 2018USD ($) |
October 1, 2016 [Member] | |
Change in retained earnings | $ 331,332 |
MINING CLAIMS AND LAND (RESTA_3
MINING CLAIMS AND LAND (RESTATED) (Details) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Work Expenditure Commitments | $ 3,900,000 |
December 1, 2019 [Member] | |
Work Expenditure Commitments | 150,000 |
December 1, 2020 [Member] | |
Work Expenditure Commitments | 250,000 |
December 1, 2021 [Member] | |
Work Expenditure Commitments | 500,000 |
December 1, 2022 [Member] | |
Work Expenditure Commitments | 1,000,000 |
December 1, 2023 [Member] | |
Work Expenditure Commitments | 1,000,000 |
December 1, 2024 [Member] | |
Work Expenditure Commitments | $ 1,000,000 |
MINING CLAIMS AND LAND (RESTA_4
MINING CLAIMS AND LAND (RESTATED) (Details 1) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Lease Payment Obligations | $ 265,000 |
Paid during year ended September 30, 2016 | 25,000 |
Balance at September 30, 2016 | 240,000 |
Paid during year ended September 30, 2017 | 0 |
Balance at September 30, 2017 | 240,000 |
Paid during year ended September 30, 2018 | 0 |
Balance at September 30, 2018 | 240,000 |
Alaska Mineral Lease [Member] | April 5, 2016 [Member] | |
Lease Payment Obligations | $ 20,000 |
Lease payment obligations, due date | Apr. 5, 2016 |
Alaska Mineral Lease [Member] | April 5, 2016 [Member] | |
Lease Payment Obligations | $ 5,000 |
Lease payment obligations, due date | Apr. 5, 2016 |
Alaska Mineral Lease [Member] | April 5, 2019 [Member] | |
Lease Payment Obligations | $ 10,000 |
Lease payment obligations, due date | Apr. 5, 2019 |
Alaska Mineral Lease [Member] | April 5, 2020 [Member] | |
Lease Payment Obligations | $ 20,000 |
Lease payment obligations, due date | Apr. 5, 2020 |
Alaska Mineral Lease [Member] | April 5, 2021 [Member] | |
Lease Payment Obligations | $ 40,000 |
Lease payment obligations, due date | Apr. 5, 2021 |
Alaska Mineral Lease [Member] | April 5, 2022 [Member] | |
Lease Payment Obligations | $ 70,000 |
Lease payment obligations, due date | Apr. 5, 2022 |
Alaska Mineral Lease [Member] | April 5, 2023 [Member] | |
Lease Payment Obligations | $ 100,000 |
Lease payment obligations, due date | Apr. 5, 2023 |
MINING CLAIMS AND LAND (RESTA_5
MINING CLAIMS AND LAND (RESTATED) (Details 2) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Lease Payment Obligations | $ 265,000 |
Lewis Mineral Lease [Member] | |
Lease Payment Obligations | 200,000 |
Lewis Mineral Lease [Member] | June 18, 2018 [Member] | |
Lease Payment Obligations | $ 20,000 |
Lease payment obligations, due date | Jun. 18, 2018 |
Lewis Mineral Lease [Member] | December 18, 2018 [Member] | |
Lease Payment Obligations | $ 30,000 |
Lease payment obligations, due date | Dec. 18, 2018 |
Lewis Mineral Lease [Member] | December 18, 2019 [Member] | |
Lease Payment Obligations | $ 30,000 |
Lease payment obligations, due date | Dec. 18, 2019 |
Lewis Mineral Lease [Member] | December 18, 2020 [Member] | |
Lease Payment Obligations | $ 30,000 |
Lease payment obligations, due date | Dec. 18, 2020 |
Lewis Mineral Lease [Member] | December 18, 2021 [Member] | |
Lease Payment Obligations | $ 30,000 |
Lease payment obligations, due date | Dec. 18, 2021 |
Lewis Mineral Lease [Member] | December 18, 2022 [Member] | |
Lease Payment Obligations | $ 30,000 |
Lease payment obligations, due date | Dec. 18, 2022 |
Lewis Mineral Lease [Member] | December 18, 2023 [Member] | |
Lease Payment Obligations | $ 30,000 |
Lease payment obligations, due date | Dec. 18, 2023 |
MINING CLAIMS AND LAND (RESTA_6
MINING CLAIMS AND LAND (RESTATED) (Details Narrative) | 12 Months Ended |
Sep. 30, 2018USD ($)shares | |
Advance royalty payments | $ 2,500 |
Lewis Mineral Lease [Member] | |
Option to purchase description | The Option to Purchase may be exercised without pre-payment penalty at any time prior to the seventh anniversary of the effective date of the agreement which would be December 18, 2024 by remitting $1,000,000</font></p> |
Royalty, Percentage | 3.00% |
Deferred lease payments | $ 7,500 |
Alaska Mineral Lease [Member] | |
Additional consideration shares of common stock, shares | shares | 11,200,000 |
Additional consideration shares of common stock, value | $ 336,000 |
Option to purchase description | The Option to Purchase may be exercised without pre-payment penalty at any time prior to the ninth anniversary of the effective date of the agreement which would be April 5, 2025 by remitting $5,000,000.</font></p> |
Royalty, Percentage | 2.00% |
Helen G Mineral Lease [Member] | |
Lease agreement description | Under the agreement a royalty shall be paid as follows: · If the monthly average per troy ounce of gold is over $1,500 the royalty shall be 3.5% of net smelter returns. · If the monthly average per troy ounce of gold is greater than $1,400 but less than $1,500, the royalty shall be 3.0% of net smelter returns. · If the monthly average per troy ounce of gold is greater than $1,300 but less than $1,400, the royalty shall be 2.5% of net smelter returns. · If the monthly average per troy ounce of gold is $1,300 or less the royalty shall be 2.0% of net smelter returns. |
Warrants [Member] | Lewis Mineral Lease [Member] | |
Additional consideration shares of common stock, shares | shares | 500,000 |
COMMON STOCK (Details)
COMMON STOCK (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Exercise Price | $ 0.05 | |
Warrants [Member] | December 2021 [Member] | ||
Warrants Issued and Unexercised | 1,000,000 | |
Exercise Price | $ 0.05 | |
Expiration Date | Dec. 31, 2021 | |
Warrants [Member] | December 2021 [Member] | ||
Warrants Issued and Unexercised | 500,000 | |
Exercise Price | $ 0.10 | |
Expiration Date | Dec. 31, 2021 | |
Warrants [Member] | January 2020 [Member] | ||
Warrants Issued and Unexercised | 220,000 | |
Exercise Price | $ 0.02 | |
Expiration Date | Jan. 31, 2020 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Capital stock, shares authorized | 2,000,000 | ||
Capital stock par value | $ 0.05 | ||
Authorized capital shares of common stock description | In 1953 the Company increased the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares of common stock, and in 2014 the Company increased the authorized capital to 100,000,000 shares of common stock with a par value of $.001 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.10 | $ 0.10 | |
Preferred stock, authorized | 10,000,000 | 10,000,000 | |
Common stock issued for services, shares | 2,000,000 | ||
Common stock issued for services, amount | $ 45,500 | $ 40,000 | $ 40,000 |
Warrant issued | 1,000,000 | ||
Warrant exercise price per share | $ 0.05 | ||
Strike price per share | $ 0.02 | $ 0.05 | |
Risk free interest rate | 1.99% | 1.84% | |
Expected life | 2 years | 5 years | |
Expected volatility | 495.28% | 736.39% | |
Dividends expected | 0.00% | ||
Proceeds from issuance of common shares | $ 224,100 | $ 60,000 | $ 40,000 |
Common stock unissued for cash, shares | 1,275,000 | ||
Common stock unissued for cash, amount | $ 55,000 | ||
Additional warrants issued for directors fees shares | 280,000 | ||
Warrants term | 2 years | ||
Warrants issued for directors fees, exercise price | $ 0.02 | ||
Fair value of warrants | $ 39,194 | $ 6,667 | |
Class of warrants or rights excercised | 60,000 | ||
Options exercise price | $ 0.02 | ||
Proceeds from exercise of options/warrants | $ 1,200 | ||
Common Stock | |||
Common stock issued for services, shares | 300,000 | 2,000,000 | |
Common stock issued for services, amount | $ 300 | $ 2,000 | |
Common stock issued for cash, shares | 5,760,000 | 3,000,000 | |
Common stock issued for reimbursement of mineral claims, shares | 500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Payment for consulting services, amount | $ 4,500 | $ 44,400 | $ 13,950 | $ 7,000 | |
Payment for consulting services, shares | 3,000 | ||||
Related Party [Member] | |||||
Note payable | $ 9,967 | 15,000 | |||
Debt instrument converted amount | $ 3,000 | ||||
Debt instrument converted amount shares issued | 300,000 | ||||
Interest rate description | Note bears interest at a rate of 10% beginning on July 24, 2016 and, in the event of demand for payment, a default interest rate of 15% applies. | ||||
Repayment to related party | $ 5,000 | ||||
Premium Exploration Mining [Member] | |||||
Note payable | 57,127 | $ 55,342 | |||
Premium Exploration Mining [Member] | Notes Payable [Member] | |||||
Note payable | $ 35,000 | ||||
Interest rate | 5.00% | ||||
Premium Exploration Mining [Member] | Notes Payable Two [Member] | |||||
Note payable | $ 15,000 | ||||
Interest rate | 5.00% | ||||
Subsequent Event [Member] | |||||
Payment for consulting services, amount | $ 10,000 |
INCOME TAXES (RESTATED) (Detail
INCOME TAXES (RESTATED) (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred Tax Asset: | ||
Net operating loss carryforwards | $ 3,025,479 | $ 2,563,145 |
Deferred tax asset | 968,769 | 871,469 |
Valuation allowance for deferred asset | (968,769) | (871,469) |
Net deferred tax asset |
INCOME TAXES (RESTATED) (Deta_2
INCOME TAXES (RESTATED) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | |
Income Taxes Restated Details Narrative Abstract | ||||
Net operating loss carryforwards | $ 3,025,479 | $ 2,563,145 | ||
Net operating loss carryforward expiration date | 2,031 | |||
Change in valuation allowance, amount | $ 97,300 | |||
U.S. federal corporate income tax rate description | Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. | |||
U.S. federal statutory rate | 21.00% | |||
Description of reduction in deferred tax assets | The remeasurement of the deferred tax assets resulted in a $60,234 reduction in tax assets to $968,769 from an estimate of $1,029,003 that the assets would have been using a 35% effective tax rate. | |||
Deferred tax assets | $ 60,234 | |||
Effective tax rate | 35.00% |
SUBSEQUENT EVENTS (RESTATED) (D
SUBSEQUENT EVENTS (RESTATED) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Approximate Value of Services Received by Registrant | $ 45,500 | $ 40,000 | $ 40,000 |
Shares Issued | 2,000,000 | ||
Subsequent Event [Member] | |||
Approximate Value of Services Received by Registrant | $ 252,000 | ||
Shares Issued | 5,310,000 | ||
Subsequent Event [Member] | Peter Papasavas - legal services [Member] | October 1, 2018 through March 4, 2019 [Member] | |||
Date of Issue | Nov. 8, 2018 | ||
Aggregate Price Per Share | $ 0.25 | ||
Approximate Value of Services Received by Registrant | $ 50,000 | ||
Shares Issued | 200,000 | ||
Subsequent Event [Member] | Michael Miller - director [Member] | October 1, 2018 through March 4, 2019 [Member] | |||
Date of Issue | Nov. 8, 2018 | ||
Aggregate Price Per Share | $ 0.20 | ||
Approximate Value of Services Received by Registrant | $ 8,000 | ||
Shares Issued | 40,000 | ||
Subsequent Event [Member] | Ulises de la Garza - director [Member] | October 1, 2018 through March 4, 2019 [Member] | |||
Date of Issue | Nov. 8, 2018 | ||
Aggregate Price Per Share | $ 0.20 | ||
Approximate Value of Services Received by Registrant | $ 6,000 | ||
Shares Issued | 30,000 | ||
Subsequent Event [Member] | Felix Keller - director [Member] | October 1, 2018 through March 4, 2019 [Member] | |||
Date of Issue | Nov. 8, 2018 | ||
Aggregate Price Per Share | $ 0.20 | ||
Approximate Value of Services Received by Registrant | $ 8,000 | ||
Shares Issued | 40,000 | ||
Subsequent Event [Member] | Sheldon Karasik [Member] | October 1, 2018 through March 4, 2019 [Member] | |||
Date of Issue | Nov. 27, 2018 | ||
Aggregate Price Per Share | $ 0.02 | ||
Approximate Value of Services Received by Registrant | $ 80,000 | ||
Shares Issued | 4,000,000 | ||
Subsequent Event [Member] | Peter Papasavas - legal services [Member] | October 1, 2018 through March 4, 2019 [Member] | |||
Date of Issue | Jan. 31, 2019 | ||
Aggregate Price Per Share | $ 0.10 | ||
Approximate Value of Services Received by Registrant | $ 100,000 | ||
Shares Issued | 1,000,000 |
SUBSEQUENT EVENTS (RESTATED) _2
SUBSEQUENT EVENTS (RESTATED) (Details 1) - Subsequent Event [Member] - October 1, 2018 through February 28, 2019 [Member] | 12 Months Ended |
Sep. 30, 2018USD ($)shares | |
Consideration Received by Registrant | $ | $ 121,000 |
Shares Issued | shares | 2,720,000 |
Francia Gomez [Member] | |
Aggregate Offering Price | common at .05 per share |
Consideration Received by Registrant | $ | $ 20,000 |
Shares Issued | shares | 400,000 |
Stillmont Advisors [Member] | |
Aggregate Offering Price | common at .04 per share |
Consideration Received by Registrant | $ | $ 25,000 |
Shares Issued | shares | 625,000 |
Jonathan Ogle [Member] | |
Aggregate Offering Price | common at .05 per share |
Consideration Received by Registrant | $ | $ 20,000 |
Shares Issued | shares | 400,000 |
Jeffery Ogle [Member] | |
Aggregate Offering Price | common at .05 per share |
Consideration Received by Registrant | $ | $ 20,000 |
Shares Issued | shares | 400,000 |
Encore Tix [Member] | |
Aggregate Offering Price | common at .04 per share |
Consideration Received by Registrant | $ | $ 10,000 |
Shares Issued | shares | 250,000 |
Ray Kohn [Member] | |
Aggregate Offering Price | common at .05 per share |
Consideration Received by Registrant | $ | $ 1,000 |
Shares Issued | shares | 20,000 |
Stillmont Advisors [Member] | |
Aggregate Offering Price | common at .04 per share |
Consideration Received by Registrant | $ | $ 25,000 |
Shares Issued | shares | 625,000 |
SUBSEQUENT EVENTS (RESTATED) _3
SUBSEQUENT EVENTS (RESTATED) (Details Narrative) | Dec. 13, 2018USD ($)Integershares | Jan. 15, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Nov. 27, 2018USD ($) | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Nov. 08, 2018USD ($)shares |
Expected term | 2 years | 5 years | |||||||
Volatility rate | 495.28% | 736.39% | |||||||
Risk-free interest rate | 1.99% | 1.84% | |||||||
Class of warrants or rights issued | 280,000 | ||||||||
Class of warrants or rights excercised | 60,000 | ||||||||
Proceeds from exercise of options/warrants | $ | $ 1,200 | ||||||||
Total amount paid | $ | $ 140,742 | ||||||||
Share price | $ / shares | $ 0.02 | $ 0.05 | |||||||
Sheldon Karasik [Member] | |||||||||
Annual salary payable | $ | $ 195,000 | ||||||||
Subsequent Event [Member] | October 1, 2018 through February 28, 2019 [Member] | |||||||||
Common stock shares issued | 2,720,000 | ||||||||
Subsequent Event [Member] | Maximum [Member] | October 1, 2018 through February 28, 2019 [Member] | |||||||||
Share price | $ / shares | $ 0.05 | ||||||||
Subsequent Event [Member] | Sheldon Karasik [Member] | |||||||||
Salary awarded | $ | $ 195,000 | ||||||||
Bonus awarded, amount | $ | $ 50,000 | ||||||||
Total amount paid | $ | $ 111,516 | ||||||||
Shares based compensation, shares issued | 4,000,000 | ||||||||
Outstanding and unpaid salary | $ | $ 80,000 | ||||||||
Deferred salary | $ | 3,485 | ||||||||
Deferred bonus | $ | 50,000 | ||||||||
Deferred salary and bonus | $ | $ 53,485 | ||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | Equity Purchase Agreement [Member] | October 1, 2018 [Member] | |||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||
Put shares reserved for future issuance | 8,000,000 | ||||||||
Common stock shares reserved for future issuance | 1,428,571 | ||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | Equity Purchase Agreement [Member] | October 1, 2018 [Member] | Maximum [Member] | |||||||||
Proceeds receivable from issuance of common stock under agreement | $ | $ 5,000,000 | ||||||||
Subsequent Event [Member] | M6 collectively [Member] | Stock Promotion [Member] | In 2016 [Member] | |||||||||
Common stock shares reserved for future issuance | 4,300,000 | ||||||||
Common stock shares rescinded | 4,300,000 | ||||||||
Subsequent Event [Member] | M6 [Member] | Stock Promotion [Member] | In 2016 [Member] | |||||||||
Common stock shares issued | 2,000,000 | ||||||||
Subsequent Event [Member] | Maximum Harvest LLC, [Member] | Stock Promotion [Member] | In 2016 [Member] | |||||||||
Common stock shares issued | 1,300,000 | ||||||||
Subsequent Event [Member] | Hahn M. Nguyen [Member] | Stock Promotion [Member] | In 2016 [Member] | |||||||||
Common stock shares issued | 1,000,000 | ||||||||
Subsequent Event [Member] | Felix Keller - director [Member] | |||||||||
Bonus awarded, shares | 40,000 | ||||||||
Subsequent Event [Member] | Michael Miller - director [Member] | |||||||||
Bonus awarded, shares | 40,000 | ||||||||
Subsequent Event [Member] | Ulises de la Garza - director [Member] | |||||||||
Bonus awarded, shares | 30,000 | ||||||||
Subsequent Event [Member] | Peter Papasavas - legal services [Member] | |||||||||
Bonus awarded, shares | 200,000 | ||||||||
Board of Directors [Member] | Warrant [Member] | |||||||||
Expected term | 2 years | ||||||||
Volatility rate | 495.28% | ||||||||
Risk-free interest rate | 1.99% | ||||||||
Class of warrants or rights issued | 280,000 | ||||||||
Exercise price | $ / shares | $ 0.02 | ||||||||
Strike price | $ / shares | $ 0.02 | ||||||||
Fair value of the warrants | 39,194 | ||||||||
Director [Member] | Stock options [Member] | |||||||||
Exercise price | $ / shares | $ 0.02 | ||||||||
Class of warrants or rights excercised | 60,000 | ||||||||
Proceeds from exercise of options/warrants | $ | $ 1,200 | ||||||||
Mr. Papasavas [Member] | Subsequent Event [Member] | |||||||||
Common stock shares issued | 1,000,000 | ||||||||
Shares issued for legal fees | 1,000,000 | ||||||||
Retainer paid | $ | $ 10,000 | ||||||||
Number of installments | Integer | 9 | ||||||||
Retainer periodic payment | $ | $ 5,000 | ||||||||
Frequency of periodic payment | Monthly | ||||||||
Power Up Lending Group Ltd [Member] | Subsequent Event [Member] | Convertible promissory note [Member] | |||||||||
Convertible debt | $ | $ 63,000 | ||||||||
Maturity date | Nov. 27, 2019 | ||||||||
Unpaid principal balance, interest rate | 12.00% | ||||||||
Terms of conversion feature | Power Up has the right at any time during the period beginning 180 days following the date of the Note to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock | ||||||||
Conversion Price description | The conversion price shall be equal to the Variable Conversion Price, which is 58% multiplied by the Market Price (representing a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company's Common Stock during the preceding 15 trading day period prior to the Conversion Date |