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Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Colombia Gold Corporation (PK) | USOTC:FCGD | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 978,000 | 00:00:00 |
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
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For the quarterly period ended: September 30, 2015
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|
|
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
|
98-0425310
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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406 Royal Parkway, Suite 10, Nashville, TN 37214
(Address of principal executive offices)
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|
|
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888-224-6561
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|
(Registrant's telephone number, including area code)
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|
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__________________________________________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
|
Smaller reporting company x
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Class
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|
Outstanding at October 11, 2015
|
|
|
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Common Stock, $0.00001 par value
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|
3,907,897,089
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|
FORM 10-Q
FIRST COLOMBIA GOLD CORP.
September 30, 2015
TABLE OF CONTENTS
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Page
|
|
||
PART I – FINANCIAL INFORMATION
|
||
|
||
Item 1.
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Interim Consolidated Financial Statements.
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3
|
|
|
|
Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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4
|
|
|
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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24
|
|
|
|
Item 4.
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Controls and Procedures.
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25
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|
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PART II – OTHER INFORMATION
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||
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Item 1.
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Legal Proceedings.
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26
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|
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Item 1A.
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Risk Factors.
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26
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|
|
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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26
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|
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Item 3.
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Defaults Upon Senior Securities.
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26
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|
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Item 4.
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Mine Safety Disclosures.
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26
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|
|
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Item 5.
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Other Information .
|
26
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|
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Item 6.
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Exhibits.
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28
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Signatures
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Certifications
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|
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Our interim condensed consolidated financial statements included in this Form 10-Q as of September 30,2015 are as follows:
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|
|
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F-1
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Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014.
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|
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F-2
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Condensed Consolidated Statements of Operations for the three months ended September 30, 2015 and 2014.
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F-3
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Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2015 and 2014.
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|
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F-4
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Notes to Condensed Consolidated Financial Statements.
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FIRST COLOMBIA GOLD CORP. AND SUBSIDIARY
|
||||||||
Condensed Consolidated Balance Sheets
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||||||||
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30 September
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31 December
|
||||||
|
2015
|
2014
|
||||||
|
$
|
$
|
||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
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$
|
0
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$
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33,833
|
||||
Prepaid expenses
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-
|
-
|
||||||
Accounts Receivable
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-
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-
|
||||||
Total current assets
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0
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33,833
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||||||
|
||||||||
Property and Equipment
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361,903
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493,901
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||||||
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||||||||
Total Assets
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$
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361,903
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$
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527,734
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||||
|
||||||||
Liabilities and Stockholders' Equity (Deficit)
|
||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities
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$
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518,469
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$
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289,438
|
||||
Accounts payable, related parties
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29,550
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29,550
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||||||
Accrued interest
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-
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-
|
||||||
Convertible notes payable
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1,223,568
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473,148
|
||||||
Notes Payable
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-
|
-
|
||||||
Advances - related parties
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-
|
-
|
||||||
Current portion of long term notes payable
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-
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-
|
||||||
Derivative liabilities
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2,783,376
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544,392
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||||||
Total Current Liabilities
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4,554,963
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1,336,528
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||||||
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||||||||
Long term notes payable
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264,100
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264,100
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||||||
Asset Retirement Obligation
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125,221
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125,221
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||||||
Total Liabilities
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4,944,284
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1,725,849
|
||||||
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||||||||
Liabilities and Stockholders' Deficit
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||||||||
Stockholders' Deficit
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||||||||
Preferred Stock
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||||||||
Blank check preferred stock, par value $0, 150,000,000 shares authorized,
|
||||||||
0 shares issued and outstanding at September 30, 2015 and December 31, 2014
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-
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-
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||||||
Series A convertible preferred stock, par value $.001, 50,000,000 shares
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||||||||
authorized, 46,818,000 shares issued and outstanding
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||||||||
at September 30, 2015 and December 31, 2014, respectively
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46,819
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46,819
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||||||
Series B convertible preferred stock, par value $.001, 33,181,818 shares
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||||||||
authorized, 0 and 0 shares issued and outstanding
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||||||||
at September 30, 2015 and December 31, 2014, respectively
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-
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-
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||||||
Common Stock
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||||||||
Par value $.00001, 10,000,000,000 shares authorized, 3,907,897,089 and
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||||||||
398,707,651 shares issued and outstanding at September 30, 2015 and
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||||||||
December 31, 2014, respectively
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39,079
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3,987
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||||||
Additional paid-in capital
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75,885,257
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73,775,496
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||||||
Accumulated deficit
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(80,553,536
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)
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(75,024,417
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)
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||||
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||||||||
Total Stockholders' Deficit
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(4,582,381
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)
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(1,198,115
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)
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||||
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||||||||
Total liabilities and stockholders' deficit
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$
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361,903
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$
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527,734
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FIRST COLOMBIA GOLD CORP.
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||||||||||||||||
(Exploration Stage Company)
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||||||||||||||||
Condensed Consolidated Statements of Operations
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||||||||||||||||
(Unaudited)
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||||||||||||||||
For the three months ended
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For the six months ended
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|||||||||||||||
30-Sept-15
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30-Sept-14
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30-Sept-15
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30-Sept-14
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|||||||||||||
Revenues
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$
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0
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$
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1,739
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$
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12,127
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$
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1,739
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||||||||
|
||||||||||||||||
Operating expenses
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36,166
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4,396,269
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2,280,238
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5,371,600
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||||||||||||
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||||||||||||||||
Net Income(Loss) from operations
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(36,166
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)
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(4,394,530
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)
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(2,268,111
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)
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(5,369,861
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)
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||||||||
|
||||||||||||||||
Other Items
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||||||||||||||||
Gain on extinguishment of debt
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60,425
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0
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332,405
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17,253
|
||||||||||||
Interest expense
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(402,795
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)
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(929,247
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)
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(1,432,693
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)
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(1,398,286
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)
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||||||||
Gain/(Loss) on derivative liabilities
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(459,018
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)
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(66,058
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)
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(2,160,720
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)
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463,248
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|||||||||
Total Other Items
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(801,388
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)
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(995,305
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)
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(3,261,008
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)
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(917,785
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)
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||||||||
Net operating income (loss) before income taxes
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(837,554
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)
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(5,389,835
|
)
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(5,529,119
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)
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(6,287,646
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)
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||||||||
Future income tax recovery
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0
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0
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0
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0
|
||||||||||||
Net operating income (loss) from continuing operations
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$
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(837,554
|
)
|
$
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(5,389,835
|
)
|
$
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(5,529,119
|
)
|
$
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(6,287,646
|
)
|
||||
Basic and Diluted Income(loss) per share
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$
|
(0.00
|
)
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$
|
0.05
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$
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(0.00
|
)
|
$
|
(0.60
|
)
|
|||||
Weighted average shares outstanding of common - basic and diluted
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4,096,108,797
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10,405,595
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2,643,840,699
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10,405,595
|
||||||||||||
|
||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
|
FIRST COLOMBIA GOLD CORP. AND SUBSIDIARY
|
||||||||
Condensed Consolidated Statement of Cash Flows
|
||||||||
|
||||||||
|
For the
|
For the
|
||||||
|
three month
|
nine month
|
||||||
|
period ended
|
period ended
|
||||||
|
Sept 30
|
Sept 30
|
||||||
|
2015
|
2014
|
||||||
|
$
|
$
|
||||||
Cash Flows Used in Operating Activities:
|
||||||||
|
||||||||
Net Income (Loss)
|
(5,529,119
|
)
|
(6,287,647
|
)
|
||||
Adjustments to reconcile net loss with net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
46,998
|
2,108
|
||||||
Common stock issued as compensation
|
1,800,000
|
4,204,501
|
||||||
Consulting fees
|
-
|
-
|
||||||
Debt discount amortization and origination interest
|
1,255,722
|
1,384,121
|
||||||
Gain on extinguishment of debt
|
(332,405
|
)
|
126,173
|
|||||
Gain/(Loss) on derivative liabilities
|
2,160,720
|
(463,248
|
)
|
|||||
Changes in operating assets and liabilities
|
||||||||
Other Receivable & Prepaid Expenses
|
-
|
341,037
|
||||||
Increase (decrease) in accounts payable – related parties
|
-
|
(22,064
|
)
|
|||||
Increase (decrease) in accounts payable and accrued liabilities
|
229,031
|
(88,038
|
)
|
|||||
|
||||||||
Net Cash used in Operating Activities
|
(369,053
|
)
|
(803,057
|
)
|
||||
|
||||||||
Net Cash Used In Investing Activities
|
||||||||
Sale of fixed assets
|
85,000
|
-
|
||||||
|
||||||||
Net Cash Used In Investing Activities
|
85,000
|
-
|
||||||
|
||||||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from notes payable
|
250,220
|
852,700
|
||||||
Cost of repurchase of common stock
|
-
|
-
|
||||||
Warrants exercised
|
-
|
-
|
||||||
Issuance of common stock, net of share issue costs
|
-
|
-
|
||||||
|
||||||||
Net Cash Provided by Financing Activities
|
250,220
|
852,700
|
||||||
|
||||||||
Net Increase (Decrease) in Cash
|
(33,833
|
)
|
49,643
|
|||||
|
||||||||
Cash at Beginning of Period
|
33,833
|
-
|
||||||
|
||||||||
Cash at End of Period
|
0
|
49,643
|
||||||
|
||||||||
Supplemental disclosure of noncash investing and financing activities :
|
||||||||
|
||||||||
Common shares issued for settlement of accounts payable
|
0
|
43,432
|
||||||
Common shares issued for settlement of notes payable
|
273,162
|
42,433
|
||||||
Common shares issued for services
|
1,800,000
|
0
|
||||||
1.
|
Nature, Basis of Presentation and Continuance of Operations
|
2.
|
Significant Accounting Policies
|
Furniture, computer and office equipment
|
Five years
|
|
|
Computer software
|
Three Years
|
3.
|
Mineral Property Interests
|
4.
|
Property and Equipment
|
5.
|
Convertible Promissory Notes
|
|
10,000,000,000 common shares with par value of $0.00001
|
|
|
|
150,000,000 blank check preferred shares with no par value
|
|
|
|
50,000,000 Series A preferred shares with a par value of $0.001
|
|
Level 1:
|
classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.
|
|
Level 2:
|
classification is applied to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.
|
|
Level 3:
|
classification is applied to assets and liabilities when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability.
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
Total Fair
|
|
|
Quoted prices in
|
|
|
Significant other
|
|
|
Significant
|
|
|
|
Value at
|
|
|
active markets
|
|
|
observable inputs
|
|
|
Unobservable inputs
|
Description
|
|
|
September 30, 2015
|
|
|
(Level 2)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$
|
2,783,376
|
|
$
|
-
|
|
$
|
2,783,376
|
|
$
|
-
|
●
|
risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures;
|
●
|
risk that we are not able to meet the requirements of agreements under which we may have any cash payments to on the option or any exploration obligations that we have regarding these properties, which could result in the loss of our right to exercise these options to acquire certain mining, oil mineral rights underlying these properties; or loan guarantees that Company is obligated for;
|
●
|
the risk that we will be unable to pay our debt obligations as they become due or comply with the covenants contained in agreements with debt holders;
|
●
|
risk that we will be unable to secure additional financing in the near future in order to commence and sustain our planned exploration work and be forced to cease our exploration and development program;
|
●
|
risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations in the United States;
|
●
|
risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
|
●
|
results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results or oil production will not be consistent with our expectations;
|
●
|
Mining or Oil and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;
|
●
|
the potential for delays in exploration or development activities or the completion of feasibility studies;
|
●
|
risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
|
●
|
risks related to commodity price fluctuations;
|
●
|
the uncertainty of profitability based upon our history of losses;
|
●
|
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
|
●
|
risks related to environmental regulation and liability;
|
●
|
risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
|
●
|
risks related to tax assessments;
|
●
|
Risks that our interest in oil leases and wells may not produce revenue due to complications related to prior joint ventures with claims on oil lease and well revenue
|
●
|
political and regulatory risks associated with mining development and exploration; and
|
●
|
other risks and uncertainties related to our prospects, properties and business strategy.
|
Andesite
|
A gray, fine-grained volcanic rock, chiefly plagioclase and feldspar
|
Argentite
|
A valuable silver ore, Ag2S, with a lead-gray color and metallic luster that is often tarnished a dull black
|
Arsenic
|
A very poisonous metallic element that has three allotropic forms
|
Arsenopyrite
|
A silvery-gray mineral consisting of an arsenide and sulfide of iron
|
Basalt
|
An extrusive volcanic rock composed primarily of plagioclase, pyroxene and some olivine
|
brecciated tuffs
|
Rocks in which angular fragments are surrounded by a mass of fine grained minerals
|
Chalcopyrite
|
A sulphide mineral of copper and iron the most important ore mineral of copper
|
Cretaceous
|
Geologic period and system from circa 145.5 ± 4 to 65.5 ± 0.3 million years ago
|
Diorite
|
An intrusive igneous rock composed chiefly of sodic plagioclase, hornblende, biotite or pyroxene
|
Electrum
|
An alloy of silver and gold
|
Eocene
|
the second epoch of the Tertiary Period
|
Epithermal
|
Pertaining to mineral veins and ore deposits formed from warm waters at shallow depth
|
Fault
|
A break in the Earth's crust caused by tectonic forces which have moved the rock on one side with respect to the other.
|
Galena
|
Lead sulphide, the most common ore mineral of lead
|
Granodiorite
|
a phaneritic igneous rock with greater than 20% quartz
|
Hornfels
|
A fine-grained metamorphic rock composed of quartz, feldspar, mica, and other minerals
|
Humus
|
organic component of soil, formed by the decomposition of leaves and other plant material by soil microorganisms
|
Igneous
|
Formed by the solidification
|
kaolin-chlorite
|
A fine soft white clay, used for making porcelain and china, as a filler in paper and textiles, and in medicinal absorbents
|
Metamorphism
|
The process by which the form and structure of rocks is changed by heat and pressure
|
Miocene
|
the fourth epoch of the Tertiary period.
|
montmorillonite
|
An aluminum-rich clay mineral of the smectite group, containing sodium and magnesium
|
paragenesis
|
A set of minerals that were formed together, esp. in a rock, or with a specified mineral
|
Piedrancha
|
A fault line in Colombia
|
Reserves
|
That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination
|
Sericite
|
a fine grained mica, either muscovite, illite, or paragonite
|
Shale
|
Sedimentary rock formed by the consolidation of mud or silt
|
Sphalerite
|
A zinc sulphide metal; the most common ore mineral of zinc
|
Tertiary
|
Stones deposited during the Tertiary period lasting from about 65 million to 1.6 million years ago
|
Zinc
|
a silvery-white metal that is a constituent of brass and is used for coating (galvanizing)
|
●
|
Building economies of scale in exploration , development , production and distribution
|
●
|
Adding reserves and increasing production by providing capital for exploration, equipment and well enhancement
|
●
|
Conducting exploration on properties and oil interests acquired which prior owners were unable to do due to financial or other constraints
|
●
|
Seek to be vertically integrated by building our own oil field services capability for drilling, maintenance and development wherever this is more cost effective
|
●
|
A revenue, profit or royalty interest in certain oil wells and leases
|
●
|
As a contractor providing oil well services ranging from drilling to operating to maintaining
|
●
|
Exploring and producing from wells and leases we own outright, which are subject to third-party royalties or working interests
|
●
|
|
the amounts and types of substances and materials that may be released into the environment,
|
●
|
|
the discharge and disposition of waste materials,
|
●
|
|
the reclamation and abandonment of wells and facility sites, and
|
●
|
|
the remediation of contaminated sites,
|
●
|
|
permits for drilling operations,
|
●
|
|
drilling bonds, and
|
●
|
|
reports concerning operations.
|
●
|
|
Clean Air Act,
|
●
|
|
Oil Pollution Act of 1990,
|
●
|
|
Federal Water Pollution Control Act,
|
●
|
|
Resource Conservation and Recovery Act ("RCRA"),
|
●
|
|
Toxic Substances Control Act, and
|
●
|
|
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
|
●
|
|
drilling,
|
●
|
|
development and production operations,
|
●
|
|
activities in connection with storage and transportation of oil and other liquid hydrocarbons, and
|
●
|
|
use of facilities for treating, processing or otherwise handling hydrocarbons and wastes.
|
●
|
|
unit production expenses primarily related to the control and limitation of air emissions and the disposal of produced water,
|
●
|
|
capital costs to drill exploration and development wells resulting from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes, and
|
●
|
|
capital costs to construct, maintain and upgrade equipment and facilities and remediate, plug and abandon inactive well sites and pits.
|
●
|
|
a "generator" or "transporter" of hazardous waste, or
|
●
|
|
an "owner" or "operator" of a hazardous waste treatment, storage or disposal facility.
|
●
|
|
the "owner" or "operator" of the site where hazardous substances have been released, and
|
●
|
|
companies that disposed or arranged for the disposal of the hazardous substances found at the site.
|
●
|
|
remove or remediate previously disposed wastes, including wastes disposed of or released by prior owners or operators,
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●
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clean up contaminated property, including contaminated groundwater, or
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perform remedial plugging operations to prevent future contamination.
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i)
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Lack of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation.
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ii)
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Lack of an independent audit committee. Although the Board of Directors serves an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.
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iii)
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Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.
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Exhibit
No.
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Description
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Filed
Herewith
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31.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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31.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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X
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First Colombia Gold Corp.
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Date: December 30, 2015
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By: |
/s/ Jason Castenir
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Jason Castenir | ||
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Title : |
Chief Executive Officer (Principal Executive Officer)
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Date: December 30, 2015
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By: |
/s/ Jason Castenir
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Jason Castenir
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Title: |
Chief Financial Officer (Principal Accounting Officer)
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/s/
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Jason Castenir
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By:
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Jason Castenir
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Title: |
Chief Executive Officer
(Principal Executive Officer)
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/
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Jason Castenir
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By:
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Jason Castenir
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Title: |
Chief Executive Officer
(Principal Accounting Officer)
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By:
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/s/ Jason Castenir
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Name:
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Jason Castenir
|
|
Title: |
Chief Executive Officer
(Principal Executive Officer)
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Date:
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December 30, 2015
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By:
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/s/ Jason Castenir
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Name:
|
Jason Castenir
|
|
Title: |
Chief Executive Officer
(Principal Accounting Officer)
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Date:
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December 30, 2015
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Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2015 |
Oct. 11, 2015 |
|
Document And Entity Information | ||
Entity Registrant Name | FIRST COLOMBIA GOLD CORP. | |
Entity Central Index Key | 0001045929 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,907,897,089 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
Condensed Consolidated Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
|
Condensed Consolidated Statements Of Operations | ||||
Revenues | $ 0 | $ 1,739 | $ 12,127 | $ 1,739 |
Operating expenses | 36,166 | 4,396,269 | 2,280,238 | 5,371,600 |
Net Income(Loss) from operations | (36,166) | (4,394,530) | (2,268,111) | (5,369,861) |
Other Items | ||||
Gain on extinguishment of debt | 60,425 | 0 | 332,405 | 17,253 |
Interest expense | (402,795) | (929,247) | (1,432,693) | (1,398,286) |
Gain/(Loss) on derivative liabilities | (459,018) | (66,058) | (2,160,720) | 463,248 |
Total Other Items | (801,388) | (995,305) | (3,261,008) | (917,785) |
Net operating income (loss) before income taxes | (837,554) | (5,389,835) | (5,529,119) | (6,287,646) |
Future income tax recovery | 0 | 0 | 0 | 0 |
Net operating income (loss) from continuing operations | $ (837,554) | $ (5,389,835) | $ (5,529,119) | $ (6,287,646) |
Basic and Diluted Income(loss) per share | $ 0 | $ 0.05 | $ 0 | $ (0.6) |
Weighted average shares outstanding of common - basic and diluted | 4,096,108,797 | 10,405,595 | 2,643,840,699 | 10,405,595 |
Nature, Basis of Presentation and Continuance of Operations |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 | |||
Notes to Financial Statements | |||
Nature, Basis of Presentation and Continuance of Operations |
First Colombia Gold Corp. (the Company) was incorporated under the laws of the State of Nevada, U.S.A. under the name Gondwana Energy, Ltd. On 5 September 1997. On 23 January 2007, the Company changed its name to Finmetal Mining Ltd.. On 27 November 2006, the Company completed the acquisition of 100% of the shares of Finmetal Mining OY (Finmetal OY), a company incorporated under the laws of Finland. During the fiscal year ended 31 December 2006, the Company changed its operational focus from development of oil and gas properties, to acquisition of, exploration for and development of mineral properties in Finland.
On 22 May 2008, the Company changed its name to Amazon Goldsands Ltd. And on 18 September 2008, the Company entered into a Mineral Rights Option Agreement and concurrently re-focused on the acquisition of, exploration for and development of mineral properties located in Peru. On 29 November 2010, the Company changed its name to First Colombia Gold Corp.. The Company changed its name pursuant to a parent/subsidiary merger between the Company (as Amazon Goldsands Ltd.) and its wholly-owned non-operating subsidiary, First Colombia Gold Corp., which was established for the purpose of giving effect to this name change. In 2011 the Company expanded geographic focus to include North America, acquiring two mineral property interests while terminating its agreements related to the mineral property located in Peru in September 2011.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Companys continued existence are dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Companys ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values.
Although the Company has taken steps to verify the title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Companys title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Companys fiscal year end is 31 December.
The Companys consolidated financial statements as at 30 September 2015 and the three then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
The Company had a net loss of $36,166 for the three months ended 30 September 2015 (30 September 2014 Net loss of $4,394,530) and has a working capital deficit of $33,833 at 30 September 2015 (30 September 2014 $49,643), but management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Companys solvency, ability to meet its liabilities as they become due, and to continue its operations, has been dependent on funding provided by numerous financing institutions. If these parties are unwilling to provide ongoing funding to the Company and/or if the Company is unable to raise additional capital in the immediate future, the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures or cease operations. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern including adjustments related to employee severance pay and other costs related to ceasing operations.
If the Company is unable to raise additional capital in the immediate future, the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures or cease operations. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern including adjustments related to employee severance pay and other costs related to ceasing operations.
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and consist solely of normal recurring adjustments. Operating results for the interim period ended September 30, 2015 are not necessarily indicative of the results that can be expected for the full year. |
Significant Accounting Policies |
9 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Significant Accounting Policies |
The following is a summary of significant accounting policies used in the preparation of these condensed consolidated financial statements.
Principles of consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006 and the results of Beardmore Holdings, Inc. (Beardmore), a company incorporated under the laws of Panama, to the date of disposal on 21 September 2011. All inter-company balances and transactions have been eliminated in these condensed consolidated financial statements.
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 30 September 2015 and as 30 September 2014, the Company had $0 and $49,643 in cash and cash equivalents.
Property and equipment
Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows:
The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company.
Mineral property costs
Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.
Mineral property exploration costs are expensed as incurred.
Estimated future removal and site restoration costs, when determinable, are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
As of the date of these condensed consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.
Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Environmental costs
Environmental expenditures that are related to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to a plan of action based on the then known facts.
Stock-based compensation
Effective 1 January 2006, the Company adopted the provisions of ASC 718, Compensation Stock Compensation , which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees requisite service period (generally the vesting period of the equity grant).
Basic and diluted loss per share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect was anti-dilutive.
Financial instruments
The carrying value of amounts receivable, bank indebtedness, accounts payable and convertible promissory notes approximates their fair value because of the short maturity of these instruments. The Companys financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
Income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes , which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
Long-lived assets impairment
Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets . Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis. The company recorded an impairment loss of $0 and $0 for the three months ended September 30, 2015and 2014, respectively.
Asset retirement obligations
The Company has adopted ASC 410, Assets Retirement and Environmental Obligations , which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at 30 September 2014 and 31 December 2013, the Company did not have any asset retirement obligations.
Convertible debt
The Company has adopted ASC 470-20, Debt with Conversion and Other Options and applies this guidance retrospectively to all periods presented upon those fiscal years. The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes.
As of January 1, 2013, it was determined that the conversion features in the convertible debt were derivative liabilities. Accordingly, we have separately measured and accounted for these derivative liabilities, in accordance with ASC 815-15.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Recent Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of June 30, 2014.
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Mineral Property Interests |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 | |||
Notes to Financial Statements | |||
Mineral Property Interests |
Boulder Hill Project
On December 16, 2011, we entered into a Purchase and Sale Agreement (Purchase Agreement) with Boulder Hill Mines Inc., an Idaho corporation (Boulder Hill) relating to the purchase from Boulder Hill of three unpatented mining claims situated in Lincoln County, Montana (the Boulder Hill Claims). During the year ended 31 December 2013, the Company decided to cancel the portion of the Boulder Hill project involving the state lease, and is in the process of re-staking unpatented mining claims. During the six month period ended 30 June 2014 the Company spent $1,250 in consulting fees related to preparation for the re-staking ($0 exploration costs during six month period ended 30 June 2013).
South Idaho Silver Project
On 7 December 2011 (the Effective Date), the Company entered into an Assignment and Assumption Agreement (the CCS Assignment) with Castle Creek Silver Inc. (Castle Creek), an Idaho corporation, and Robert Ebisch (Robert E) to acquire by way of assignment from Castle Creek all of its rights, responsibilities and obligations under an Option to Purchase and Royalty Agreement (the Purchase Agreement) dated 15 July 2011, by and between Castle Creek and Robert E. Castle Creek, under the Purchase Agreement, had the option to acquire an undivided 100% of the right, title and interest of Robert E in the unpatented mining claims owned and situated in Owyhee County, Idaho (the South Idaho Property).
Pursuant to the terms of the CCS Assignment, Castle Creek transferred and assigned the Company all of its right, title and interest, in, to and under the Purchase Agreement and the Company assumed the assignment of the Purchase Agreement agreeing to be bound, the same extent as Castle Creek, to the terms and conditions of the Purchase Agreement. The Company is currently in default with regards to certain obligations related to the South Idaho Property and is in the process of renegotiating the terms with Castle Creek, or determining to re-stake the mining claims. During 2013, the Company recorded a provision for write-down of mineral property interests of in the amount of $36,650 related to the South Idaho Property. During the six month period ended 30 September 2014, the Company paid $1,250 for a review and update of its database in preparation of re-staking (no exploration costs were incurred during the six month period ended 30 June 2013).
Skip Silver Prospect
The Company owns two unpatented mining claims covering approximately forty acres in central Montana.
Energy Division Oil and Gas Leases
The Company acquired during the quarter ending September 30, 2014 ownership interests of certain oil wells, leases and working interests in the counties of Cumberland (KY), Monroe (KY), Overton (TN) and Clinton (KY). This totaled reportedly 113 wells, (our 8k filing is incorporated by reference and an exhibit to this report). We currently have interests in 96 wells with a gross acreage of 4,302 acres. |
Property and Equipment |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 | |||
Notes to Financial Statements | |||
Property and Equipment |
During the period ending September 30, 2015 the total value of property and equipment were $393,235. |
Convertible Promissory Notes |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 | |||
Notes to Financial Statements | |||
Convertible Promissory Notes |
Other than as described below, there were no issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.
On July 25, 2014, the Company entered in convertible note agreement with a private and accredited investor, Anubis Capital, in the amount of $149,500, unsecured, with principal and interest amounts due and payable upon maturity on July 25, 2015 (the Anubis Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On August 20, 2014, the Company entered in convertible note agreement with a private and accredited investor, LDM Limited, in the amount of $222,150, unsecured, with principal and interest amounts due and payable upon maturity on August 20, 2015 (the LDM #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On August 24, 2014, the Company entered in convertible note agreement with a private and accredited investor, Fire Hole Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on August 24, 2015 (the FHC #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On August 26, 2014, the Company entered in convertible note agreement with a private and accredited investor, LG Capital, in the amount of $105,000, unsecured, with principal and interest amounts due and payable upon maturity on August 26, 2015 (the LG Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On August 29, 2014, the Company entered in convertible note agreement with a private and accredited investor, Union Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on August 29, 2015 (the Union Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On September 3, 2014, the Company entered in convertible note agreement with a private and accredited investor, JSJ Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on September 3, 2015 (the JSJ Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On September 15, 2014, the Company entered in convertible note agreement with a private and accredited investor, Adar Bays, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on September 15, 2015 (the Adar Bays Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On October 14, 2014, the Company entered in convertible note agreement with a private and accredited investor, Vista Capital, in the amount of $25,000, unsecured, with principal and interest amounts due and payable upon maturity on October 15, 2015 (the Vista Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On October 16, 2014, the Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity, in the amount of $70,000, unsecured, with principal and interest amounts due and payable upon maturity on October 16, 2015 (the Auctus Note #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On October 22, 2014, the Company entered in convertible note agreement with a private and accredited investor, JMJ Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on October 22, 2015 (the JMJ #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On October 27, 2014, the Company entered in convertible note agreement with a private and accredited investor, Iconic Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on October 27, 2015 (the ICONIC #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On October 27, 2014, the Company entered in convertible note agreement with a private and accredited investor, Eastmore Capital, in the amount of $93,500, unsecured, with principal and interest amounts due and payable upon maturity on October 27, 2015 (the EASTMORE #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On November 6, 2014, the Company entered in convertible note agreement with a private and accredited investor, Coventry Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on November 6, 2015 (the COVENTRY #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On November 10, 2014, the Company entered in convertible note agreement with a private and accredited investor, JSJ Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on November 10, 2015 (the JSJ #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On November 18, 2014, the Company entered in convertible note agreement with a private and accredited investor, Chicago Venture Group, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on November 18, 2015 (the CVG #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On November 19, 2014, the Company entered in convertible note agreement with a private and accredited investor, Iconic Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on November 19, 2015 (the ICONIC #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On December 4, 2014, the Company entered in convertible note agreement with a private and accredited investor, Sojourn Investments, in the amount of $15,000, unsecured, with principal and interest amounts due and payable upon maturity on December 4, 2015 (the SOJOURN #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On December 16, 2014, the Company entered in convertible note agreement with a private and accredited investor, Union Capital, in the amount of $100,000, unsecured, with principal and interest amounts due and payable upon maturity on December 16, 2015 (the UNION #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On January 16, 2015, the Company entered in convertible note agreement with a private and accredited investor, Mud Lake Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on January 16, 2016 (the Mud Lake #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On January 26, 2015, the Company entered in convertible note agreement with a private and accredited investor, Eastmore Capital, in the amount of $64,000, unsecured, with principal and interest amounts due and payable upon maturity on January 26, 2016 (the Eastmore #2). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On January 30, 2015, the Company entered in convertible note agreement with a private and accredited investor, Mud Lake Capital, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on January 30, 2016 (the Mud Lake #3). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On February 6, 2015, the Company entered in convertible note agreement with a private and accredited investor, KBM Worldwide, in the amount of $50,000, unsecured, with principal and interest amounts due and payable upon maturity on February 6, 2016 (the KBM #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On March 13, 2015, the Company entered in convertible note agreement with a private and accredited investor, Service Trading Company, in the amount of $25,000, unsecured, with principal and interest amounts due and payable upon maturity on March 13, 2016 (the STC #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
On March 18, 2015, the Company entered in convertible note agreement with a private and accredited investor, GW Holdings, in the amount of $25,000, unsecured, with principal and interest amounts due and payable upon maturity on March 18, 2016 (the GW #1). After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Companys common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Companys stock, and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from .03% to .08%; Dividend rate of 0%; and, historical volatility rates ranging from 875.95% to 887.82%.
The Company issued this Note convertible into shares of the Companys restricted common stock, in a transaction pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). The investors of these notes were accredited investor, as such term is defined in Rule 501(a) of Regulation D of the Securities Act. The Transactions were made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. The sale of the Notes did not involve a public offering and was made without general solicitation or general advertising. Neither the Notes nor the underlying shares of Common Stock issuable upon the conversion of the Notes have been registered under the Securities Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. |
Related Party Transactions |
9 Months Ended |
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Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions |
6 . Related Party Transactions
During the periods ended 30 September 2015, the Company accrued $29,550 for management fees to officers and directors of the Company. |
Stockholder's Deficit |
9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||
Notes to Financial Statements | |||||||||||
Stockholder's Deficit |
7. Stockholders Deficit
Authorized
The total authorized capital consists of
Issued and outstanding
Common Stock
On 3 January 2014, the Company effected a 500 to 1 reverse split of its common stock. All share references in these condensed consolidated financial statements have been retroactively adjusted for this split.
During period ended 30 September 2015, the Company had 3,907,897,089 common shares outstanding.
Preferred Stock Preferred A
On November 15, 2012, the Company filed a Certificate of Designation for its Class Series A Preferred Convertible Stock with the Secretary of State of Nevada designating 50,000,000 shares of its authorized Preferred Stock as Class A Preferred Convertible Stock. The Class A Preferred Shares have a par value of $.001 per share. The Class A Preferred Shares are convertible into shares of the Companys common stock at a rate of 1 preferred share equals 2 common shares. In addition, the Class A Preferred Shares rank senior to the Companys common stock. The Class A Preferred Shares have voting rights equal to that of the common stockholders and may vote on any matter that common shareholders may vote. One Class A Preferred Shares is the voting equivalent of two common shares. The Company has the right, at its discretion, to redeem the Class A Preferred shares at a price of $.01 per share.
On February 1, 2013 the Company agreed to issue 47,568,500 shares of its Class A Preferred Convertible Stock, in exchange for the settlement of debt of approximately $104,651 to both unrelated parties and certain officers and directors of the Company. The Class A Preferred shares were issued at a price of $0.0022 per share. Related forgiveness of debt income was recorded of $50,730 as of 31 December 2013. |
Commitments and Contingencies |
9 Months Ended |
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Sep. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies |
8. Commitments and Contingencies
The Company is committed to making repayments related to the convertible promissory notes payable. |
Fair Value of Financial Instruments |
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
9 . Fair Value of Financial Instruments
A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements).
The fair values of the financial instruments were determined using the following input levels and valuation techniques:
Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of September 30, 2015, consisted of the following:
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises primarily from the Companys cash and cash equivalents. The Company manages its credit risk relating to cash and cash equivalents by dealing only with highly-rated United States financial institutions. As a result, credit risk is considered insignificant.
Currency Risk
The majority of the Companys cash flows and financial assets and liabilities are denominated in US dollars, which is the Companys functional and reporting currency. Foreign currency risk is limited to the portion of the Companys business transactions denominated in currencies other than the US dollar.
The Company monitors and forecasts the values of net foreign currency cash flow and balance sheet exposures and from time to time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. The Company had a working capital deficit of $4,143,726 at December 31, 2014, and $1,692,016, but management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.
Other Risks
Unless otherwise noted, the Company is not exposed to significant interest rate risk and commodity price risk. |
Other receivable |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Notes to Financial Statements | |
Other receivable |
10. Other receivable
As of September 30, 2015, the Company has not recorded other receivable for loan proceeds, where the debt instrument was finalized, but proceeds were not received until after period end. |
Subsequent Events |
9 Months Ended |
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Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events |
11. Subsequent Events
Recent company events included a Joint Venture agreement with Singa Energy Solutions, a fuel terminal purchase in North Carolina, a Letter of Intent signed to acquire 11 convenience stores in Alabama, and the company signed a Purchase and Sale Agreement to acquire four additional convenience stores and an automatic car wash.
The partnership between First Colombia Gold and Singa Energy introduced plans to provide diesel products to Suriname, the British Virgin Islands, and other Caribbean destinations, and will expand to other energy projects within the coming year, including the recently announced Joint Energy proposals sent to Suriname, Nepal and Belize for the construction of several photovoltaic facilities in those countries.
The joint venture also includes plans for the distribution of diesel products to the companys recently announced convenience store projects. Once the purchase of these stores is completed, scheduled for the first quarter of 2016, the company plans to implement distribution deals to these stores through its recently acquired fuel terminal, located in Greensboro, North Carolina. This terminal also allows the company to sell and distribute diesel products to global operators through its partnership with Singa Energy Solutions. |
Significant Accounting Policies (Policies) |
9 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||
Significant Accounting Policies Policies | |||||||
Principles of consolidation |
Principles of consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006 and the results of Beardmore Holdings, Inc. (Beardmore), a company incorporated under the laws of Panama, to the date of disposal on 21 September 2011. All inter-company balances and transactions have been eliminated in these condensed consolidated financial statements. |
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Cash and cash equivalents |
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 30 September 2015 and as 30 September 2014, the Company had $0 and $49,643 in cash and cash equivalents. |
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Property and equipment |
Property and equipment
Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows:
The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company. |
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Mineral property costs |
Mineral property costs
Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.
Mineral property exploration costs are expensed as incurred.
Estimated future removal and site restoration costs, when determinable, are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
As of the date of these condensed consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.
Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects. |
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Environmental costs |
Environmental costs
Environmental expenditures that are related to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to a plan of action based on the then known facts. |
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Stock-based compensation |
Stock-based compensation
Effective 1 January 2006, the Company adopted the provisions of ASC 718, Compensation Stock Compensation , which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees requisite service period (generally the vesting period of the equity grant). |
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Basic and diluted loss per share |
Basic and diluted loss per share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share . ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect was anti-dilutive. |
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Financial instruments |
Financial instruments
The carrying value of amounts receivable, bank indebtedness, accounts payable and convertible promissory notes approximates their fair value because of the short maturity of these instruments. The Companys financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. |
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Income taxes |
Income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, Income Taxes , which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. |
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Long-lived assets impairment |
Long-lived assets impairment
Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets . Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis. The company recorded an impairment loss of $0 and $0 for the three months ended September 30, 2015and 2014, respectively. |
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Asset retirement obligations |
Asset retirement obligations
The Company has adopted ASC 410, Assets Retirement and Environmental Obligations , which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at 30 September 2014 and 31 December 2013, the Company did not have any asset retirement obligations. |
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Convertible debt |
Convertible debt
The Company has adopted ASC 470-20, Debt with Conversion and Other Options and applies this guidance retrospectively to all periods presented upon those fiscal years. The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes.
As of January 1, 2013, it was determined that the conversion features in the convertible debt were derivative liabilities. Accordingly, we have separately measured and accounted for these derivative liabilities, in accordance with ASC 815-15. |
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Use of estimates |
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates. |
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Reclassifications |
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation. |
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of June 30, 2014.
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Significant Accounting Policies (Tables) |
9 Months Ended | ||||||
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Sep. 30, 2015 | |||||||
Significant Accounting Policies Tables | |||||||
Estimated useful lives of Furniture, computer equipment, office equipment and computer software |
Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows:
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Stockholder's Deficit (Tables) |
9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||
Notes to Financial Statements | |||||||||||
Authorized Stockholders' Deficit |
The total authorized capital consists of
|
Fair Value of Financial Instruments (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Fair Value Of Financial Instruments Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
input levels and valuation techniques |
The fair values of the financial instruments were determined using the following input levels and valuation techniques:
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Financial assets and (liabilities) carried at fair value measured on a recurring basis |
Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of September 30, 2015, consisted of the following:
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1. Nature, Basis of Presentation and Continuance of Operations (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2014 |
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Nature Basis Of Presentation And Continuance Of Operations Details Narrative | |||||
Net loss | $ (837,554) | $ (5,389,835) | $ (5,529,119) | $ (6,287,646) | |
Working capital deficit | $ 33,833 | $ 49,643 | $ 33,833 | $ 49,643 | $ 4,143,726 |
2. Significant Accounting Policies (Details) |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Computer software [Member] | |
Estimated useful lives | 3 years |
Furniture, Computer and Office Equipment [Member] | |
Estimated useful lives | 5 years |
2. Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | ||||
---|---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2014 |
Jun. 30, 2014 |
Dec. 31, 2013 |
|
Significant Accounting Policies Details Narrative | |||||
Cash and cash equivalents | $ 0 | $ 49,643 | $ 33,833 | $ 0 | |
Impairment loss on mineral properties | 0 | 0 | |||
Asset retirement obligations | $ 125,221 | $ 0 | $ 125,221 | $ 0 |
3. Mineral Property Interests (Details Narrative) - USD ($) |
6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2014 |
Jun. 30, 2014 |
Jun. 30, 2013 |
Dec. 31, 2013 |
|
Boulder Hill Project [Member] | ||||
Consulting fees | $ 1,250 | |||
Exploration costs | $ 0 | |||
Write-down of mineral property | $ 15,000 | |||
South Idaho Silver Project [Member] | ||||
Consulting fees | $ 0 | |||
Exploration costs | $ 0 | |||
Write-down of mineral property | $ 36,650 | |||
Cash paid for exploration expenditure | $ 1,250 |
4. Property and Equipment (Details Narrative) |
9 Months Ended |
---|---|
Sep. 30, 2015
USD ($)
| |
Property And Equipment Details Narrative | |
Property and equipment | $ 393,235 |
6. Related Party Transactions (Details Narrative) |
9 Months Ended |
---|---|
Sep. 30, 2015
USD ($)
| |
Officers and directors | |
Accrued management fees | $ 29,550 |
7. Stockholders' Deficit (Details Narrative) - USD ($) |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Feb. 01, 2013 |
|
Stockholders Deficit Details Narrative | ||||
Common Stock Par Value | $ .00001 | $ .00001 | ||
Common Stock Shares Authorized | 10,000,000,000 | 10,000,000,000 | ||
Common Stock Shares Issued | 3,907,897,089 | 398,707,651 | ||
Common Stock Shares Outstanding | 3,907,897,089 | 398,707,651 | ||
Series A convertible preferred stock par Value | $ 0.001 | $ 0.001 | $ 0.0022 | |
Series A convertible preferred stock Shares Authorized | 50,000,000 | 50,000,000 | 47,568,500 | |
Series B convertible preferred stock par Value | $ 0.001 | $ 0.001 | ||
Series B convertible preferred stock Shares Authorized | 33,181,818 | 33,181,818 | ||
Related forgiveness of debt income | $ 50,730 | |||
Blank check preferred shares | 150,000,000 | |||
Settlement of debt | $ 104,651 |
9. Fair Value of Financial Instruments (Details) - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Derivative liabilities | $ 2,783,376 | $ 544,392 |
Quoted prices in active markets (Level 1) [Member] | ||
Derivative liabilities | ||
Significant other observable inputs (Level 2) [Member] | ||
Derivative liabilities | $ 2,783,376 | |
Significant Unobservable inputs (Level 3) [Member] | ||
Derivative liabilities |
9. Fair Value of Financial Instruments (Details Narrative) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
|
Fair Value Of Financial Instruments Details Narrative | |||
Working capital deficit | $ 33,833 | $ 4,143,726 | $ 49,643 |
Cash flow operations | $ 1,692,016 |
1 Year First Colombia Gold (PK) Chart |
1 Month First Colombia Gold (PK) Chart |
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