10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________.

Commission file number:000-51203

First Colombia Gold Corp.

(Exact name of registrant as specified in its charter)

Nevada	98-0425310
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Paseo de Bernardez #59 FRACC, Lomas de Bernadez,Guadalupe 98610, Zacatecas,Mexico
(Address of principal executive offices) (Zip Code)
Registrant’s telephone, including area code: 1-888-224-6561

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.00001 par value	Not Applicable
(Title of class)	(Name of each exchange on which registered)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨                                                              Accelerated filer ¨

Non-accelerated filer    ¨                                                              Smaller reporting company ý

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of June 30, 2013, the aggregate market value of the Company’s common equity held by non-affiliates computed by reference to the closing price $0.007 was:  $486,229.

The number of shares of our common stock outstanding as of April 17, 2014 was: 694,614,273.

Documents Incorporated by Reference: None.

Explanatory Note

The purpose of this Amendment No. 1 to First Colombia Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 21, 2014, is to furnish Amended Exhibits 101 to the Form 10-K in accordance with Rule 201(c) and Rule 405 of Regulation S-T.  Exhibits 101 provide the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).  This Amendment No. 1 to the Form 10-K also updates the Exhibit Index to reflect the furnishing of Exhibits 101.

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST COLOMBIA GOLD CORP.

a Nevada corporation

Date: May 6, 2014

By: /s/   Piero Sutti-Keyser                                                 

              Piero Sutti-Keyser

              Chief Executive Officer & Director

              (Principal Executive Officer)

Date: May 6, 2014

By: /s/    GILBERTO ZAPATA                                              

Gillbert Zapata

Chief Financial Officer

(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature and Title	Date
/s/ Piero Sutti-Keyser	May 6, 2014
Piero Sutti-Keyser, Chief Executive Officer & Director
/s/ Robert Van Tassell	May 6, 2014
Robert Van Tassell, Director
/s/ Gordan Sredl	May 6, 2014
Gordan Sredl, Director

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EXHIBIT INDEX

TO

2013 ANNUAL REPORT ON FORM 10-K/A

Exhibit Number	Description
2.1	Articles of Merger (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed May 27, 2008, and incorporated herein by reference)
2.2	Agreement and Plan of Merger (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed May 27, 2008,and incorporated herein by reference)
2.3	Articles of Merger (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 9, 2010, and incorporated herein by reference)
2.4	Agreement and Plan of Merger (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed November 9, 2010, and incorporated herein by reference)

3.1	Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Form 10 Registration Statement (SEC File No. 000-51203, and incorporated herein by reference)
3.2	Certificate of Amendment to Articles of Incorporation, evidencing name change to “FinMetal Mining Ltd. ” ( filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, and incorporated herein by reference)
3.3	Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 27, 2008, and incorporated herein by reference)
3.4	Amended and Restated By-laws of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 2, 2008, and incorporated herein by reference)
3.5	Amendment to the Articles of Incorporation of the Company, dated February __, 2013, filed herewith.
4.1	Convertible Promissory Note Issued November 23, 2011 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 7, 2011, and incorporated herein by reference)
4.2	Convertible Promissory Note Issued March 16, 2012 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 3, 2012, and incorporated herein by reference)
4.3	Certificate of Designation of Class A Preferred Convertible Stock (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 15, 2012, and incorporated herein by reference)
4.4	Convertible Promissory Note Issued June 6, 2012 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 9, 2012, and incorporated herein by reference)
4.5	Convertible Promissory Note Issued December 18, 2012 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 4, 2013, and incorporated herein by reference)
10.1	Agreement between the Company and Sapo Holdings SA dated April 1, 2011 (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference)
10.2	Mineral Right Option Agreement between the Company and Temasek Investments Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 22, 2008, and incorporated herein by reference)
10.3	Amendment to Mineral Right Option Agreement between the Company and Temasek Investments, Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2009, and incorporated herein by reference)
10.4	Second Amendment to Mineral Right Option Agreement, dated February 3, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 3, 2010, and incorporated herein by reference)
10.5	Third Amendment to Mineral Right Option Agreement, dated June 25, 2010 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 29, 2010, and incorporated herein by reference)
10.6	Consulting Agreement, dated as of August 25, 2010, between the Company and The Langford Group, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 26, 2010, and incorporated herein by reference)
10.7	2007 Stock Incentive Plan. (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10KSB for the Year ending December 31, 2007, and incorporated herein by reference)
10.8	Settlement and Mutual Release Agreement, dated as of September 21, 2011, between the Company and Temasek Investments Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2011, and incorporated herein by reference)

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Exhibit Number	Description
10.9	Securities Purchase Agreement, dated November 23, 2011, between the Company and Asher Enterprises, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 7, 2011, and incorporated herein by reference)
10.10	Assignment and Assumption Agreement, dated December 6, 2011, by and among the Company, Castle Creek Silver Inc. and Robert Ebisch (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 22, 2011, and incorporated herein by reference)
10.11	Purchase and Sale Agreement, dated December 16, 2011, by and among the Company and Boulder Hill Mines Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 22, 2011, and incorporated herein by reference)
10.12	Assignment and Assumption Agreement, dated December 16, 2011, by and among the Company, Boulder Hill Mines Inc. and Jim Ebisch (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 7, 2011, and incorporated herein by reference)
10.13	Securities Purchase Agreement, dated March 16, 2012, between the Company and Asher Enterprises, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2012, and incorporated herein by reference)
14.1	Code of Ethics and Code of Conduct. (filed as Exhibit 14.1 to the Company’s Annual Report on Form 10KSB for the Year ending December 31, 2005, and incorporated herein by reference)
23.1	Consent of James Stafford Chartered Accountants
31.1	Certificate of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certificate of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1	Certificate of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.1	Certificate of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  *
101.INS	XBRL Instance Document †
101.SCH	XBRL Taxonomy Extension Schema Document †
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document †
101.LAB	XBRL Taxonomy Extension Label Linkbase Document †
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document †
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document †

*	Filed as an exhibit to the original Form 10-K for the year ended December 31, 2013, filed April 21, 2014.
†	In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.

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XML

10. Income Taxes (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2013
Income Taxes Details 1
Statutory federal income tax rate	34.00%
Net operating loss carryforwards	$ 20,369,134
Net deferred tax asset	6,662,712
Less: Valuation allowance	(6,662,712)
Future tax assets (liabilities)

XML

5. Convertible Promissory Note (Details Narrative) (USD $)	12 Months Ended	196 Months Ended		12 Months Ended			196 Months Ended	12 Months Ended			196 Months Ended	12 Months Ended						196 Months Ended	12 Months Ended				196 Months Ended	12 Months Ended				196 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013	Sep. 04, 1997	Dec. 31, 2012 Temasek Note One [Member]	Dec. 31, 2011 Temasek Note One [Member]	Dec. 31, 2010 Temasek Note One [Member]	Dec. 31, 2013 Temasek Note One [Member]	Dec. 31, 2012 Temasek Note Two [Member]	Dec. 31, 2011 Temasek Note Two [Member]	Dec. 31, 2010 Temasek Note Two [Member]	Dec. 31, 2013 Temasek Note Two [Member]	Dec. 31, 2013 Asher Note [Member]	Dec. 31, 2012 Asher Note [Member]	Dec. 31, 2013 Asher Note 2 [Member]	Dec. 31, 2012 Asher Note 2 [Member]	Dec. 31, 2011 Asher Note 2 [Member]	Dec. 31, 2010 Asher Note 2 [Member]	Dec. 31, 2013 Asher Note 2 [Member]	Dec. 31, 2013 Asher Note 3 [Member]	Dec. 31, 2012 Asher Note 3 [Member]	Dec. 31, 2011 Asher Note 3 [Member]	Dec. 31, 2010 Asher Note 3 [Member]	Dec. 31, 2013 Asher Note 3 [Member]	Dec. 31, 2013 Asher Note 4 [Member]	Dec. 31, 2012 Asher Note 4 [Member]	Dec. 31, 2011 Asher Note 4 [Member]	Dec. 31, 2010 Asher Note 4 [Member]	Dec. 31, 2013 Asher Note 4 [Member]	Dec. 31, 2013 Asher Note Five [Member]	Dec. 31, 2013 Asher Note Six [Member]	Dec. 31, 2013 Asher Note Seven [Member]	Dec. 31, 2013 Asher Note Eight [Member]	Dec. 31, 2013 Asher Note Nine [Member]
Accrued interest expense				$ 0	$ 98,849	$ 98,465	$ 197,314	$ 0	$ 783,562	$ 562,027	$ 1,345,589	$ 7	$ 27,331	$ 1,964	$ 29,696	$ 0	$ 0	$ 29,696	$ 14,576	$ 21,385	$ 0	$ 0	$ 21,385	$ 1,278	$ 1,373	$ 0	$ 0	$ 1,373	$ 73,136	$ 95,848	$ 19,445	$ 49,539	$ 163,958
Amortization of debt discount	444,387	444,387		0	77,151	84,883	160,000	0	501,479	359,014	860,493		24,328		27,155	0	0	27,155	6,291	20,131	0	0	20,131		1,295	0	0	1,295	27,500	28,863	6,802	3,720	413
Common share issued			0									5,945,378	42,182,653	47,527,322				47,527,322	60,393,177				60,393,177	113,144,698				113,144,698
Conversion value of share issued													34,900
Accrued interest expense penalties																			13,750
Reduced principal amount													2,600
Origination interest																													44,266	65,233	12,229	45,494	163,520
Stated interest																			$ 826										$ 1,370	$ 1,752	$ 413	$ 224	$ 25

XML

10. Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Write-down of mineral property interests

Financial assets and (liabilities) carried at fair value measured on a recurring basis

				Fair Value Measurements Using
		Total Fair		Quoted prices in		Significant other		Significant
		Value at		active markets		observable inputs		Unobservable inputs
Description		December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Derivative liabilities	$	671,988	$	-	$	671,988	$	-

XML

11. Fair Value of Financial Instruments (Details Narrative) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Fair Value Of Financial Instruments Details Narrative
Working capital deficit	$ 963,352	$ 570,498

XML

8. Stockholders' Deficit (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Common Stock Par Value	$ 0.00001	$ 0.00001
Common Stock Shares Issued	579,014,273	83,686,238
Common Stock Shares Outstanding	579,014,273	83,686,238
Issuances of common stock upon conversion ofdebt, Shares	495,328,035	42,182,653
Issuances of common stock upon conversion ofdebt, Amount	$ 141,030	$ 34,900
Related forgiveness of debt income	50,730
Stock Option [Member]
Number of option shares, expired	(250,000)	(75,000)
Number of option shares, per share expired	$ 0.070	$ (0.070)
Aggregate intrinsic value of options outstanding and exercisable

XML

3. Mineral Property Interests

12 Months Ended

Dec. 31, 2013

Mineral Property Interests

Mineral Property Interests

Boulder Hill Claims

On 16 December 2011, the Company entered into a Purchase and Sale Agreement (the “BHM Purchase”) with Boulder Hill Mines, Inc., an Idaho corporation (“Boulder Hill”), to purchase from Boulder Hill three unpatented mining claims situated in Lincoln County, Montana (the “Boulder Hill Claims”) by making the following considerations to Boulder Hill:

·  Issue 500,000 restricted shares of the Company’s common stock by 21 December 2011 (issued on 16 December 2011 and valued at $15,000);

·  Pay $25,000 in cash by 5 May 2013 (unpaid); and

·  Pay $25,000 in cash by 16 December 2013.

On 15 January 2013, the Company amended the agreement entered into on 12 October 2012 with Boulder Hill to extend the waiver of certain required cash payment and/or exploration expenditure related to the Boulder Hill Claims until 5 May 2013.

During the year ended 31 December 2012, the Company was in default related to certain obligations related to the Boulder Hill Claims. As of December 31, 2013, the Company recorded a write-down of mineral property in the amount of $15,000 related to the Boulder Hill Claims.

Boulder Hill Project

On 30 September 2011, the Company entered into a non-binding letter of intent (“LOI”) with Boulder Hill to acquire by way of an assignment from Boulder Hill all of its rights, responsibilities and obligations under a state mineral lease and agreement (the “Option Agreement”) dated 15 July 2008 by and among Boulder Hill, James Ebisch (“James E”) and Ryan Riech (“Riech”).

James E and Riech, under the terms of the Option Agreement, hold the mining and mineral rights to a certain Montana State Metallferrous Gold Lease entered into with the State of Montana (the “Montana Gold Lease”) under which Boulder Hill was granted the exclusive right to prospect, explore, develop and mine for gold, silver and other minerals on a property situated in Lincoln County, Montana (the “Boulder Hill Property”). The Montana Gold Lease is for a 10-year term and is subject to the 5% net smelter return (“NSR”) due to the State of Montana. The Option Agreement was amended on 1 August 2011 to reflect James E as the sole owner of the Montana Gold Lease.

On 16 December 2011 (the “Effective Date”), the Company entered into an Assignment and Assumption Agreement (“BHM Assignment”) with Boulder Hill and James E, whereby Boulder Hill transferred and assigned the Company all of its right, title and interest, in, to and under the Option Agreement and the Company assumed the assignment of the Option Agreement agreeing to be bound, the same extent as Boulder Hill, to the terms and conditions of the Option Agreement.

The BHM Assignment required the Company to make the following considerations to Boulder Hill:

·  Issue 500,000 restricted shares of the Company’s common stock by 21 December 2011 (issued on 16 December 2011 and valued at $15,000);

·  Pay $25,000 in cash by 30 September 2013 (unpaid); and

·  Pay $25,000 in cash by 16 December 2013.

The Option Agreement and the BHM Assignment provide that the Company will have exercised the option to acquire an undivided 100% of James E’s right, title and interest in and to the Montana Gold Lease after incurring an aggregate of $210,000 in exploration expenditures, paying James E an aggregate of $80,000 plus 5% of any joint-venture and buyout payments (the “JVBP”) and paying filing fees over the term of the Option Agreement.

The Option Agreement provides that the cash payments payable to James E shall be made according to the following schedule:

·  $20,000 on or before 30 September 2013 plus 5% of any JVBP, of which an initial payment of $3,000 is to be made on or before 30 October 2011 ($3,000 paid on 12 January 2012);

·  $15,000 on or before 30 September 2013 plus 5% of any JVBP (unpaid);

·  $20,000 on or before 15 July 2014 plus 5% of any JVBP; and

·  $25,000 on or before 15 July 2015 plus 5% of any JVBP.

The Option Agreement and claim purchase agreement require that the exploration expenditures of an aggregate of not less than $210,000 on the Property shall be incurred as follows:

·  On or before 30 September 2013, incur not less than an aggregate of $49,000 in exploration expenditures (an aggregate of $34,769 incurred); and

·  On or before 13 December 2013, incur not less than an aggregate of $210,000 in exploration expenditures.

In addition to the foregoing cash payments and exploration expenditures, in order to maintain James E’s leasehold interest in the Boulder Hill Property the Company will be responsible for paying filing fees over the term of the Option Agreement and Boulder Hill Agreement and the following:

· Make advance royalty payments to James E of $25,000 per year, commencing on 15 July 2015 and continuing on 15 July each and every year thereafter for so long as the Company retains its leasehold interest in the Boulder Hill Property; and

· Incur a minimum of $100,000 of annual exploration expenditures on the Boulder Hill Property on or before 15 July each and every year after 15 July 2011 (not incurred), which could be offset by exploration expenditures in excess of $100,000 in any prior annual period.

On 15 January 2013, the Company amended the agreement entered into on 12 October 2012 with Boulder Hill and James E to extend the waiver of certain required cash payment and/or exploration expenditure related to the Boulder Hill Property until 5 May 2013.

On 5 May 2013, the Company amended the waiver entered into on 15 January 2013 with Boulder Hill and James E to extend the waiver of certain required cash payment and/or exploration expenditure related to the Boulder Hill Property until 30 September 2013 (not completed).

During the year ended 31 December 2012, the Company was in default related to certain obligations related to the Boulder Hill Project and as a result, the Company recorded a write-down of mineral property in the amount of $18,000 related to the Boulder Hill Project, as of December 31, 2012.

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.

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 agreed to make the following considerations to Castle Creek:

· Issue 1,000,000 restricted shares of the Company’s common stock by 12 December 2011 (issued on 7 December 2011 and valued at $30,000);

· Pay $50,000 by 15 July 2013 (unpaid); and

· Castle Creek will be entitled to a 1% net smelter return (“NSR”) from any ore produced from the South Idaho Property. At any time from the Effective Date, the Company has the right to acquire the 1% NSR payable to Castle Creek for $250,000.

The Purchase Agreement and assignment of Castle Creek’s right, title and interest, in, to and under the Purchase Agreement provide that the Company will have exercised the option to acquire an undivided 100% of Robert E’s right, title and interest in and to the Property after incurring an aggregate of $210,000 in exploration expenditures, paying Robert E an aggregate of $80,000 plus 5% of any JVBP. The Purchase Agreement provides that the cash payments payable to Robert E shall be made according to the following schedule:

· $2,500 on or before 31 January 2012 plus 5% of any JVBP (paid);

· $2,500 on or before 20 June 2013 plus 5% of any JVBP (paid);

· $5,000 on or before 15 September 2013 plus 5% of any JVBP (unpaid);

· $10,000 on or before 15 September 2014 plus 5% of any JVBP;

· $15,000 on or before 15 September 2015 plus 5% of any JVBP;

· $20,000 on or before 15 September 2016 plus 5% of any JVBP; and

· $25,000 on or before 15 September 2017 plus 5% of any JVBP.

The Purchase Agreement provides that the exploration expenditures of an aggregate of not less than $210,000 on the South Idaho Property shall be incurred as follows:

· On or before 15 April 2012, incur not less than an aggregate of $10,000 in exploration expenditures (an aggregate of $10,000 incurred);

· On or before 15 July 2013, incur not less than an aggregate of $20,000 in exploration expenditures (an aggregate of $30,620 incurred);

· On or before 15 September 2013, incur not less than an aggregate of $100,000 in exploration expenditures (not incurred); and

· On or before 15 September 2014, incur not less than an aggregate of $210,000 in exploration expenditures.

In addition to the foregoing cash payments, exploration expenditures and filing fees, in order to maintain its interest in the South Idaho Property the Company will be responsible for the following:

· Make advance royalty payments to Robert E of $25,000 per year, commencing on 15 September 2015 and continuing on 15 September each and every year thereafter for so long as the Company retains its interest in the South Idaho Property; and

· Incur a minimum of $100,000 of annual exploration expenditures on the South Idaho Property on or before 15 September each and every year after 15 September 2015, which could be offset by exploration expenditures in excess of $100,000 in any prior annual period.

On 7 December 2012, the Company entered into an agreement with Castle Creek to waive certain required cash payment and/or exploration expenditure related to the South Idaho Property until renegotiation after 31 March 2013 and before 30 June 2013, provided that a cash payment of $1,200 is paid prior to 31 March 2013 (paid).

On 31 May 2013, the Company entered into an agreement with Castle Creek to waive certain required cash payment and/or exploration expenditure related to the South Idaho Property until 15 July 2013, provided that a cash payment of $3,500 is paid prior to 15 July 2013 (unpaid). Further, the Company may secure a waiver at any time during the year ended 31 December 2013 for the requirements that become due in 2014 in exchange for cash payment of or issuance of common shares valued at $50,000.

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 ( 31 December 2012- $Nil) related to the South Idaho Property.

Temasek Properties

Effective 18 September 2008 (the “Effective Date”), the Company entered into a Mineral Right Option Agreement with Temasek Investments Inc. (“Temasek”), a company incorporated under the laws of Panama (the “Temasek Agreement”), whereby the Company could acquire four separate options from Temasek, each providing for the acquisition of a 25% interest in certain mineral rights in Peru potentially resulting in the acquisition of 100% of the mineral rights (the “Mineral Rights”). The Mineral Rights were owned by Rio Santiago Minerales S.A.C. (“Rio Santiago”). Beardmore, a wholly-owned subsidiary of Temasek, owned 999 shares of the 1,000 shares of Rio Santiago that were issued and outstanding. Temasek owned the single remaining share of Rio Santiago. The acquisition of each 25% interest in the Mineral Rights would occur through the transfer to the Company of 25% of the outstanding shares of Beardmore.

The Company exercised the initial 25% option to acquire a 25% interest in the Mineral Rights by paying $250,000, issuing 2,500,000 common shares of the Company and paying an additional $250,000 to Temasek.

The Company entered into an amending agreement dated 12 May 2009 with Temasek related to the Temasek Properties, further amended pursuant to an agreement dated 3 February 2010 (the “Second Amending Temasek Agreement”). The Company exercised the second 25% option resulting in the acquisition of a 50% interest in the Mineral Rights by exercising and completing the initial 25% option, issuing 3,500,000 additional common shares of the Company (Notes 8, 12 and 13) and paying an additional $750,000 to Temasek.

The Company entered into an amending agreement dated 25 June 2010 (the “Amendment Effective Date”) with Temasek related to the Temasek Properties (the “Third Amending Temasek Agreement”), whereby the Company now could exercise the third and fourth 25% options resulting in the acquisition of a 100% interest in the Mineral Rights by fulfilling the following conditions within ten business days from the Amendment Effective Date:

· Exercise and complete the initial and second 25% options (completed);

· Issue 11,000,000 additional common shares of the Company to Temasek (5,000,000 common shares issued on 9 March 2010) (Notes 8 and 12);

· Pay an additional $250,000 to Temasek (paid);

· Issue a convertible note for $250,000 to Temasek (the “$250,000 Convertible Note”) (issued). The $250,000 Convertible Note had a term of ninety days and will accrue interest at a rate of 12% per annum. Both principal and interest under the $250,000 Convertible Note were payable upon maturity (Note 6); and

· Issue a convertible note for $3,250,000 to Temasek (the “$3,250,000 Convertible Note”) (issued). The $3,250,000 Convertible Note had a term of three years and will accrue interest at a rate of 12% per annum. Interest would be payable annually and the principal was payable upon maturity.

Temasek became a significant shareholder of the Company through the issuance of the 6,000,000 common shares on exercise of the option to acquire the initial and second 25% interests in the Mineral Rights and an additional 5,000,000 common shares on exercise of the partial payment toward the exercise of the option to acquire the third 25% interest.

On 21 September 2011, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with Temasek, which resulted in the Company’s relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore, which indirectly holds, through its subsidiary Rio Santiago, the Mineral Rights to certain properties located in Peru, in exchange for Temasek releasing the Company from all of its outstanding obligations under the terms of the Temasek Agreement and its subsequent amendments entered into between the parties.

Under the terms of the Settlement Agreement, the $250,000 Convertible Note and the $3,250,000 Convertible Note have been cancelled and the Company is no longer obligated to issue Temasek 6,000,000 shares of its common stock in exchange for the Company’s relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore. The Company is not entitled to recover any consideration previously paid to Temasek or any mineral property exploration expenditures incurred in connection with the exploration and development of the properties underlying the Mineral Rights. The Settlement Agreement included a mutual release of all claims arising out of or relating to the Temasek Agreement.

By execution of the Settlement Agreement, the Company no longer has any interest, directly or indirectly, in any mineral or mining rights to properties located in Peru; and, as a result, deconsolidated mineral property interests in the amount of $6,981,553 during the year ended 31 December 2011 related to Rio Santiago. During the year ended 31 December 2011, the Company incurred $50,700 in exploration expenditures related to the Temasek Properties, which are included in discontinued operations for the year ended 31 December 2011. During the year ended 31 December 2011, the Company also recorded a write down of mineral property interests of $5,000,000.

Uranium Claim Prospect

The Company acquired through location two unpatented mining claims in eastern Washington state in July 2013 comprising approximately forty acres.

Skip Silver Prospect

The Company acquired by right of location two unpatented mining claims in the state of Montana in 2012 covering approximately forty acres.

On 21 September 2011, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with Temasek, which resulted in the Company’s relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore, which indirectly holds, through its subsidiary Rio Santiago, the Mineral Rights to certain properties located in Peru, in exchange for Temasek releasing the Company from all of its outstanding obligations under the terms of the Temasek Agreement and its subsequent amendments entered into between the parties.

Under the terms of the Settlement Agreement, the $250,000 Convertible Note and the $3,250,000 Convertible Note have been cancelled and the Company is no longer obligated to issue Temasek 6,000,000 shares of its common stock in exchange for the Company’s relinquishment and transfer to Temasek of its 50% interest in the outstanding capital stock of Beardmore. The Company is not entitled to recover any consideration previously paid to Temasek or any mineral property exploration expenditures incurred in connection with the exploration and development of the properties underlying the Mineral Rights. The Settlement Agreement included a mutual release of all claims arising out of or relating to the Temasek Agreement.

By execution of the Settlement Agreement, the Company no longer has any interest, directly or indirectly, in any mineral or mining rights to properties located in Peru; and, as a result, deconsolidated mineral property interests in the amount of $6,981,553 during the year ended 31 December 2011 related to Rio Santiago. During the year ended 31 December 2011, the Company incurred $50,700 in exploration expenditures related to the Temasek Properties, which are included in discontinued operations for the year ended 31 December 2011. During the year ended 31 December 2011, the Company also recorded a write down of mineral property interests of $5,000,000.

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3. Mineral Property Interests (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Issuance of common shares, value	$ 5,790	$ 837
Boulder Hill Claims [Member]
Provision for write-down of mineral property interests in the amount	15,000
Boulder Hill Project [Member]
Provision for write-down of mineral property interests in the amount		18,000
Castle Creek [Member]
Issuance of common shares, value	50,000
South Idaho Property [Member]
Provision for write-down of mineral property interests in the amount	$ 36,650

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2. Significant Accounting Policies (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 04, 1997
Significant Accounting Policies Details Narrative
Cash and cash equivalents			$ 2,194
Potential common shares	1,791,901,834	115,933,333
Impairment loss	$ 36,650	$ 33,000

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4. Property and Equipment (Details) (Furniture, Computer and Office Equipment [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Furniture, Computer and Office Equipment [Member]
Cost	$ 47,433	$ 47,433
Accumulated Amortization	43,320	41,659
Net Book Value	$ 4,113	$ 5,874

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4. Property and Equipment (Details Narrative) (USD $)	12 Months Ended		196 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Property And Equipment Details Narrative
Additions to property and equipment	$ 0	$ 0	$ 53,550

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2. Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Significant Accounting Policies

Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Principles of consolidation

The accompanying 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 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 31 December 2013 and 2012, the Company had -0- 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:

Furniture, computer and office equipment	Five years
Computer software	Three Years

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 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 Company’s 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 Company’s 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..As of December 31, 2013 and 2012, the Company had 1,791,901,834 and 115,933,333 potential common shares from its convertible debt and convertible preferred stock.

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 Company’s 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 $36,650 and $33,000 in the years ended December 31, 2013 and 2012 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 31 December 2013 and 2012, 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

The Company does not expect the adoption of any recent accounting pronouncements to have a significant impact on its financial statements.

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5. Convertible Promissory Notes (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Total	$ 78,495	$ 69,730
Unamortized Discount	(38,697)
Note	39,978
Asher Note [Member]
Principal net of debt discount	32,500	2,600
Accrued interest		3,253
Total		5,853
Asher Note 2 [Member]
Principal net of debt discount	12,995	37,500
Accrued interest		2,541
Total		40,041
Asher Note 3 [Member]
Principal net of debt discount	16,500	21,209
Accrued interest		1,254
Total		22,463
Asher Note 4 [Member]
Principal net of debt discount	16,500	1,295
Accrued interest		78
Total		$ 1,373

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10. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2013
Income Taxes Details Narrative
Net operating losses expire	Expire in 2017

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Consolidated Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current Assets
Prepaid expenses	$ 1,145
Other receivable	16,500	27,500
Total current assets	17,645	27,500
Mineral property interests		32,500
Property and equipment	4,113	5,874
Total Assets	21,758	65,874
Current Liabilities
Accounts payable and accrued liabilities	230,855	506,551
Accounts payable, related parties	38,346	28,843
Convertible notes payable, net of discounts of $38,697 and $0	39,798	62,604
Derivative liabilities	671,998
Total Current Liabilities	980,997	597,998
Notes payable	241,100
Total Liabilities	1,222,097	597,998
Stockholders' Deficit
Preferred Stock Blank Check Preferred Stock, authorized 116,818,182 shares, 0 issued and outstanding Series A Convertible Preferred Stock, par value $.001, authorized 50,000,000, 47,568,500 and 0 shares issued
Series A Convertible Preferred Stock, par value $.001, authorized 50,000,000, 47,568,500 and 0 shares issued and outstanding, respectively	47,569
Series B Convertible Preferred Stock, par value $0, authorized 33,181,818, 0 issued and outstanding
Common Stock Par value $.00001, authorized 850,000,000, 579,014,273 and 83,686,238 shares issued and outstanding at December 31, 2013 and 2012, respectively	5,790	837
Additional paid in capital	18,958,991	18,554,809
Deficit accumulated during the exploration stage	(20,212,689)	(19,087,770)
Total Stockholders' Deficit	(1,200,339)	(532,124)
Total liabilities and stockholders' equity deficit	$ 21,758	$ 65,874

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Consolidated Statements of Changes in Stockholders Equity (USD $)	Preferred stock	Common stock	Preferred stock	Additional paid-in capital	Deferred stock-based compensation	Share subscriptions received in advance	Deficit accumulated during the exploration stage	Non-controlling Interest	Total
Balance, Amount at Sep. 04, 1997	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0		$ 0
Balance, in Shares at Sep. 04, 1997	0	0	0	0	0	0	0		0
Common shares issued for cash, Amount		1		999					1,000
Common shares issued for cash, in shares	0	4,000
Net income/loss for the period							(2,522)		(2,522)
Balance, Amount at Sep. 30, 1997	0	1	0	999			(2,522)		(1,522)
Balance, in Shares at Sep. 30, 1997		4,000
Common shares issued for cash, Amount	0	1	0	999					1,000
Common shares issued for cash, in shares		4,000
Common shares issued for oil and gas properties, Amount				10,000					10,000
Common shares issued for oil and gas properties, in Shares		400
Net income/loss for the period							(1,246)		(1,246)
Balance, Amount at Sep. 30, 1998	0	2	0	11,998			(3,768)		8,232
Balance, in Shares at Sep. 30, 1998		8,400
Common shares issued for cash, Amount	0	1	0	99,999					100,000
Common shares issued for cash, in shares		4,000
Common shares repurchased for cash, Amount	0	(1)	0	(999)					(1,000)
Common shares repurchased for cash, in Shares		(4,000)
Net income/loss for the period							(9,569)		(9,569)
Balance, Amount at Sep. 30, 1999	0	2	0	110,998			(13,337)		97,663
Balance, in Shares at Sep. 30, 1999		8,400
Net income/loss for the period							(34,290)		(34,290)
Balance, Amount at Sep. 30, 2000	2	2	2	110,998			(47,627)		63,373
Balance, in Shares at Sep. 30, 2000		8,400
Net income/loss for the period							(14,296)		(14,296)
Balance, Amount at Sep. 30, 2001	0	2	0	110,998			(61,923)		49,077
Balance, in Shares at Sep. 30, 2001		8,400
Net income/loss for the period							10,954		10,954
Balance, Amount at Sep. 30, 2002	0	2	0	110,998			(50,969)		60,031
Balance, in Shares at Sep. 30, 2002		8,400
Net income/loss for the period							2,387		2,387
Balance, Amount at Sep. 30, 2003	0	2	0	110,998			(48,582)		62,418
Balance, in Shares at Sep. 30, 2003		8,400
Common shares issued for cash, Amount	0	1	0	62,699					62,700
Common shares issued for cash, in shares		8,569
Common shares repurchased for cash, Amount	0		0
Donated capital				5,000					5,000
Net income/loss for the period							(64,175)		(64,175)
Balance, Amount at Sep. 30, 2004	0	3	0	178,697			(112,757)		65,943
Balance, in Shares at Sep. 30, 2004		16,969
Donated capital				3,000					3,000
Net income/loss for the period							(7,750)		(7,750)
Balance, Amount at Dec. 31, 2004	0	3	0	181,697			(120,507)		61,193
Balance, in Shares at Dec. 31, 2004		16,969
Common shares repurchased for cash, Amount	0	(1)	0	(999)					(1,000)
Common shares repurchased for cash, in Shares		(4,000)
Donated capital				8,200					8,200
Net income/loss for the period							(40,652)		(40,652)
Balance, Amount at Dec. 31, 2005	0	2	0	188,898			(161,159)		27,741
Balance, in Shares at Dec. 31, 2005		12,969
Common shares issued for cash, Amount	0	12	0	149,888					150,000
Common shares issued for cash, in shares		1,200,000
Common shares cancelled, Amount	0	(1)	0	1
Common shares cancelled, in Shares		(8,467)
Common shares issued for purchase of Finmetal OY, Amount	0	1	0	1,279,999					1,280,000
Common shares issued for purchase of Finmetal OY, in Shares		50,000
Common shares issued as stock-based compensation, Amount	0	1	0	2,417,999	(2,321,280)				96,720
Common shares issued as stock-based compensation, in Shares		97,500
Common shares issued for cash ($10 per share), Amount	0		2	2,799,498					2,799,500
Common shares issued for cash ($10 per share), Share		279,950
Share issue costs				(254,500)					(254,500)
Net income/loss for the period							(2,506,896)		(2,506,896)
Balance, Amount at Dec. 31, 2006	0	17	0	6,581,883	(2,321,280)		(2,668,055)		1,592,565
Balance, in Shares at Dec. 31, 2006		1,631,952
Common shares issued for cash, Amount	0	1	0	2,944,578					2,944,579
Common shares issued for cash, in shares		121,800
Common shares issued as stock-based compensation, Amount	0	1	0	1,341,249	(1,341,250)
Common shares issued as stock-based compensation, in Shares		46,250
Share issue costs				(212,450)					(212,450)
Warrants Issued				100,421					100,421
Common shares issued for finder's fee for mineral interests, Amount	0	1	0	535,999					536,000
Common shares issued for finder's fee for mineral interests, in Shares		20,000
Stock-based compensation				3,023,282	2,936,734				5,960,016
Stock awards cancelled, Amount	0	(1)	0	1
Stock awards cancelled, in Shares		(97,500)
Net income/loss for the period							(9,511,457)		(9,511,457)
Balance, Amount at Dec. 31, 2007	0	18	0	14,314,963	(725,796)		(12,179,512)		1,409,674
Balance, in Shares at Dec. 31, 2007		1,722,502
Stock-based compensation	0		0		725,796				725,796
Stock awards cancelled, Amount		(1)		1
Stock awards cancelled, in Shares		(31,250)
Stock options forfeited				(3,245,532)					(3,245,532)
Common shares issued for acquisition of mineral rights, Amount	0	25		624,975					625,000
Common shares issued for acquisition of mineral rights, in Shares		2,500,000
Share subscriptions received in advance						613,583			613,583
Net income/loss for the period							983,065		983,065
Balance, Amount at Dec. 31, 2008	0	42	0	11,694,408		613,583	(11,196,447)		1,111,586
Balance, in Shares at Dec. 31, 2008		4,191,252
Common shares issued for cash, Amount	0	54	0	811,796		(613,583)			198,267
Common shares issued for cash, in shares		5,412,333
Share issue costs	0		0	(81,185)					(81,185)
Common shares issued for acquisition of mineral rights, Amount	0	35	0	384,965					385,000
Common shares issued for acquisition of mineral rights, in Shares		3,500,000
Business Acquisition, Amount								3,375,000	3,375,000
Net income/loss for the period							1,482,243		1,482,243
Balance, Amount at Dec. 31, 2009	0	131	0	12,809,984			(9,714,204)	3,375,000	6,470,911
Balance, in Shares at Dec. 31, 2009		13,103,585
Common shares issued for cash, Amount	0	188	0	1,015,720					1,015,908
Common shares issued for cash, in shares		18,750,000
Share issue costs				(100,000)					(100,000)
Warrants Issued				859,092
Warrants exercised, Amount	0	16	0	164,984					165,000
Warrants exercised, in Shares		1,650,000
Business Acquisition, Amount		50		1,239,950				(1,125,000)	115,000
Business Acquisition, in Shares		5,000,000
Beneficial conversion feature				2,294,997					2,294,997
Net income/loss for the period							(1,132,188)		(1,132,188)
Balance, Amount at Dec. 31, 2010	0	385	0	18,229,730			(10,846,392)	2,250,000	9,633,723
Balance, in Shares at Dec. 31, 2010		38,503,585
Warrants exercised, Amount	0	10	0	99,990					100,000
Warrants exercised, in Shares		1,000,000
Stock-based compensation				22,399					22,399
Beneficial conversion feature				27,155					27,155
Common shares issued for acquisition of the Boulder Hill Claims and Project, Amount	0	10	0	29,990					30,000
Common shares issued for acquisition of the Boulder Hill Claims and Project, in Shares		1,000,000
Common shares issued for acquisition of the South Idaho Silver Project, Amount	0	10	0	29,990					30,000
Common shares issued for acquisition of the South Idaho Silver Project, in Shares		1,000,000
Disposal of investment in Beardmore Holdings, Inc.								(2,250,000)	(2,250,000)
Net income/loss for the period							(7,931,411)
Balance, Amount at Dec. 31, 2011	0	415	0	18,439,254			(18,777,803)		(338,134)
Balance, in Shares at Dec. 31, 2011		41,503,585
Common shares repurchased for cash, Amount
Business Acquisition, Amount				81,077					81,077
Common shares issued on conversion of convertible debt, Amount		422		34,478					34,900
Common shares issued on conversion of convertible debt, Shares		42,182,653
Net income/loss for the period							(309,967)		(309,967)
Balance, Amount at Dec. 31, 2012		837		18,554,809			(19,087,770)		(532,124)
Balance, in Shares at Dec. 31, 2012		83,686,238
Preferred stock issued for accounts payable, Amount	47,569			57,082					104,651
Preferred stock issued for accounts payable, in Shares	47,568,500
Common shares repurchased for cash, Amount
Exitnguishment of derivative liabilities upon conversion of debt				211,023					211,023
Common shares issued on conversion of convertible debt, Amount		4,953		136,077					141,030
Common shares issued on conversion of convertible debt, Shares		495,328,035
Net income/loss for the period							(1,124,919)		(1,124,919)
Balance, Amount at Dec. 31, 2013	$ 47,569	$ 5,790		$ 18,958,991			$ (20,212,689)		$ (1,200,339)
Balance, in Shares at Dec. 31, 2013	47,568,500	579,014,273

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8. Stockholders' Deficit (Details) (Stock Option [Member], USD $)	12 Months Ended
	Dec. 31, 2013
Stock Option [Member]
Number of options	75,000
Exercise price	$ 0.15
Remaining life (years)	8 years 10 months 2 days

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5. Convertible Promissory Notes (Tables)

12 Months Ended

Dec. 31, 2013

Convertible Promissory Notes Tables

Summary of Convertible Promissory Notes

		2012		2013
			$		$
Asher Note	Principal net of debt discount		2,600		32,500
	Accrued interest		3,253
			5,853
Asher Note #2	Principal net of debt discount		37,500		12,995
	Accrued interest		2,541
			40,041
Asher Note #3	Principal net of debt discount		21,209		16,500
	Accrued interest		1,254
			22,463
Asher Note #4	Principal net of debt discount		1,295		16,500
	Accrued interest		78
			1,373
Total			69,730		78,495
Unamortized Discount					(38,697	)
Note					39,978

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8. Stockholders' Deficit (Details 1) (Stock Option [Member], USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Stock Option [Member]
Number of stock options Outstanding and exercisable, Beginning balance	325,000	400,000
Granted
Exercised
Expired	(250,000)	(75,000)
Number of stock options Outstanding and exercisable, Ending balance	75,000	325,000
Weighted average exercise price, Outstanding and exercisable, Beginning balance	$ 0.088	$ 0.085
Granted
Exercised
Expired	$ 0.070	$ (0.070)
Weighted average exercise price, Outstanding and exercisable, Ending balance	$ 0.15	$ 0.088
Weighted average fair value of options granted during the year
Weighted average fair value of options granted during the year		$ 0.00

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9. Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Taxes Tables

Provision for refundable federal income tax

		2013
	$
Refundable federal tax asset (liability) attributable to:
Current operations			382,472
Permanent differences			(302,794)
Less: Change in valuation allowance			(79,679)
Income tax expense			-

Future income tax assets and liabilities

	2013
		$
Statutory federal income tax rate		34	%
Net operating loss carryforwards		20,369,134
Net deferred tax asset		6,662,712
Less: Valuation allowance		(6,662,712)
Future tax assets (liabilities)		-

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1. Nature, Basis of Presentation and Continuance of Operations

12 Months Ended

Dec. 31, 2013

Nature Basis Of Presentation And Continuance Of Operations

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 Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in securing and establishing a new business. Its planned principal operations have not commenced and no revenue has been derived during the organization period.

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 Company’s 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 Company’s 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 Company’s 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 Company’s fiscal year end is 31 December.

The Company’s consolidated financial statements as at 31 December 2013 and for the year 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 $1,124,919 for the year ended 31 December 2013 (2012– $309,967, cumulative – $20,212,689) and has a working capital deficit of $963,352 at 31 December 2013 (2012 – $570,498), 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 Company’s solvency, ability to meet its liabilities as they become due and to continue its operations, is essentially solely dependent on funding provided by Asher Enterprises, Inc. (“Asher”). If Asher is 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 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.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current Liabilities
Discount on notes payable	$ 38,697	$ 0
Stockholders' Deficit
Common Stock Par Value	$ 0.00001	$ 0.00001
Common Stock Shares Authorized	850,000,000	850,000,000
Common Stock Shares Issued	579,014,273	83,686,238
Common Stock Shares Outstanding	579,014,273	83,686,238
Preferred Stock Shares Authorized	116,818,182	116,818,182
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Series A Preferred Stock Par Value	$ 0.001	$ 0.001
Series A Preferred Stock Shares Authorized	50,000,000	50,000,000
Series A Preferred Stock Issued	47,568,500	0
Series A Preferred Stock Outstanding	47,568,500	0
Series B Preferred Stock Par Value	$ 0	$ 0
Series B Preferred Stock Shares Authorized	33,181,818	33,181,818
Series B Preferred Stock Issued	0	0
Series B Preferred Stock Outstanding	0	0

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11. Other receivable

12 Months Ended

Dec. 31, 2013

Other Receivable

Other receivable

As of 31 December 2013 and 2012, the Company has recorded other receivable for loan proceeds, where the debt instrument was finalized, but proceeds were not received until after year end.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Apr. 17, 2014	Jun. 30, 2013
Document And Entity Information
Entity Registrant Name	FIRST COLOMBIA GOLD CORP.
Entity Central Index Key	0001045929
Document Type	10-K
Document Period End Date	Dec. 31, 2013
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 Public Float			$ 486,229
Entity Common Stock, Shares Outstanding		694,614,273
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013

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12. Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events

Subsequent Events

The following events occurred during the period from the year ended 31 December 2013 to the date the consolidated financial statements were available to be issued on 14 April 2014:

a. From 2 January 2014 to March 21,2014, the Company issued a total of 115,600,000 common shares to Asher valued at $5,780  upon various conversions of principal amount of Asher Notes, of which $5,780 was applied to reduce the principal amount to $26,720. Note 6).

b. On January 20, 2014 the Company authorized the issuance of 2,000,000 shares of Preferred B stock, in exchange for settlement of $20,000 in accrued liabilities to two directors of the company.

c. On 27 February 2014, the Company issued a convertible note to Asher in the amount of $13,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable on 3 December 2014.

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Consolidated Statements of Operations (USD $)	12 Months Ended		196 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Expenses
Depreciation and amortization	$ 1,761	$ 2,517	$ 85,497
General and administrative	183,299	144,554	7,859,794
Impairment loss on mineral properties	36,650	33,000	5,069,650
Mineral property exploration expenditures	51,600	48,889	5,154,674
Total Operating Expense	273,310	228,960	18,169,615
Loss from operations	(273,310)	(228,960)	(18,169,615)
Other items
Gain on extinguishment of debt	50,730		89,730
Gain on sale of oil and gas property			10,745
Interest income			102,561
Recovery of expenses			4,982
Interest expense	(456,156)	(81,007)	(2,098,211)
Loss on derivative liabilities	(446,183)		(446,183)
Write-down of incorporation cost			(12,500)
Write-down of assets			(14,111)
Total Other Items	(851,609)	(81,007)	(2,362,987)
Net loss before income taxes	(1,124,919)	(309,967)	(20,532,602)
Future income tax recovery			2,319,871
Net loss from continuing operations	(1,124,919)	(309,967)	(18,212,731)
Discontinued operations of Beardmore Holdings, Inc.			(1,999,958)
Net loss	$ (1,124,919)	$ (309,967)	$ (20,212,689)
Loss per common share - basic and diluted Continuing operations	$ 0.00	$ (0.01)
Weighted average shares outstanding of common	269,696,456	50,700,942

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6. Due to Related Parties and Related Party Transactions

12 Months Ended

Dec. 31, 2013

Due To Related Parties And Related Party Transactions

Due to Related Parties and Related Party Transactions

Included in accounts payable and accrued liabilities as at 31 December 2013and 2012 are amounts due to related parties of $38,346 and $28,843, respectively.. These amounts are non-interest bearing, unsecured and have no fixed terms of repayment.

During the year ended 31 December 2013, the Company paid or accrued $35,390 (2012 – $25,750) for management fees to officers and directors of the Company.

During the year ended 31 December 2013 the Company settled $23,200 in liabilities accrued to officers and directors through the issuance of Preferred A convertible stock.

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5. Convertible Promissory Notes

12 Months Ended

Dec. 31, 2013

Convertible Promissory Notes

Convertible Promissory Notes

a. On 25 June 2010, the Company issued the $250,000 Convertible Note to Temasek bearing interest at a rate of 12% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due upon maturity on 25 September 2010 (Note 3).

Temasek has the option to convert any portion of the unpaid principal and/or accrued interest into conversion units (the “Temasek Units”) at any time up to 25 September 2010 at $0.25 per Temasek Unit. Each Temasek Unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles Temasek to purchase an additional common share of the Company at an exercise price of $0.50 per share commencing 6 months after the date of issuance until one year from the date of issuance.

On 21 September 2011, the Company entered into the Settlement Agreement with Temasek whereby the $250,000 Convertible Note was cancelled (Notes 3 and 13). During the year ended 31 December 2012, the Company accrued interest expense of $Nil (2011 - $98,849, 2010 - $98,465, cumulative - $197,314), of which $Nil relates to the amortization of debt discount (2011 - $77,151, 2010 - $84,883, cumulative - $160,000) (Note 12).

b. On 25 June 2010, the Company issued the $3,250,000 Convertible Note to Temasek bearing interest at a rate of 12% per annum on any unpaid principal balance, unsecured, with interest amount payable annually and principal amount due upon maturity on 25 June 2013 (Note 3).

Temasek has the option to convert any portion of the unpaid principal and/or accrued interest into Units at any time up to 25 June 2013 at $0.25 per Unit. Each Unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles Temasek to purchase an additional common share of the Company at an exercise price of $0.50 per share commencing 6 months after the date of issuance until one year from the date of issuance.

On 21 September 2011, the Company entered into the Settlement Agreement with Temasek whereby the $3,250,000 Convertible Note was cancelled (Notes 3 and 13). During the year ended 31 December 2012, the Company accrued interest expense of $Nil (2011 - $783,562, 2010 - $562,027, cumulative - $1,345,589), of which $Nil relates to the amortization of debt discount (2011 - $501,479, 2010 - $359,014, cumulative - $860,493) (Note 12).

c. On 23 November 2011, the Company issued a convertible note to Asher in the amount of $37,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 28 August 2012 (the “Asher Note”). Any amount of principal or interest amount not paid on 28 August 2012 (the “Default Amount”) shall bear interest of 22% per annum commencing on 28 August 2012 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance plus accrued and unpaid interest plus the Default Amount into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 28 August 2012 or the date of the Default Amount is paid, at a conversion price equal to 58% of the average of the lowest 3 trading prices for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note contains a provision limiting the number of shares of common stock into which the Asher Note is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note anytime from the date of the Asher Note until 180 days thereafter, subject to a prepayment penalty in the amount of 130% to 150% of the outstanding principal and interest of the Asher Note based on the date of prepayment.

The fair value of the beneficial conversion feature was estimated at $27,155 and was recorded as additional paid-in capital. During the year ended 31 December 2012, the Company issued a total of 42,182,653 common shares to Asher valued at $34,900 upon various conversions of Asher Note, reducing the principal amount to $2,600 as at 31 December 2012 (Notes 8, 12 and 15).

During the year ended 31 December 2012, the Company accrued interest expense of $27,331, of which $24,328 related to the amortization of debt discount.

The Company determined that the conversion feature in this note is not indexed to the Company’s 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 rate of 0.07%; Dividend  rate of  0%; and, historical volatility rates ranging from 248,45% to 267,73%. Based on this calculation, the Company recorded a derivative liability of $5,897 and loss on derivative liability of $8,059.

During the year ended 31 December 2013 the Company accrued interest of $7. The note was extinguished through the issuance of 5,945,378 common shares in January 2013.

d. On 16 March 2012, the Company issued a convertible note to Asher in the amount of $37,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 20 December 2012 (the “Asher Note #2”). Any amount of principal or interest amount not paid on 20 December 2012 (the “Default Amount #2”) shall bear interest of 22% per annum commencing on 20 December 2012 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 20 December 2012 or the date of the Default Amount #2 is paid, at a conversion price equal to 58% of the average of the lowest 3 trading prices for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #2 contains a provision limiting the number of shares of common stock into which the Asher Note #2 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #2 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #2 anytime from the date of the Asher Note #2 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #2 based on the date of prepayment.

The fair value of the beneficial conversion feature was estimated at $27,155 and was recorded as additional paid-in capital. During the year ended 31 December 2012, the Company accrued interest expense of $29,696 (2011 - $Nil, 2010 - $Nil, cumulative - $29,696), of which $27,155 relates to the amortization of debt discount (2011 - $Nil, 2010 - $Nil, cumulative through December 31,2012- $27,155).

The Company determined that the conversion feature in this note is not indexed to the Company’s 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 0.04% to 0.10%; Dividend  rate of  0%; and, historical volatility rates ranging from 152.69% to 457.37%. Based on this calculation, the Company recorded a derivative liability of $66,773 and loss on derivative liability of $70,572.

During the year ended 31 December 2013 the Company accrued interest of $1,964. The note was extinguished through the issuance of 47,527,322 common shares from February to April 2013.

e. On 6 June 2012, the Company issued a convertible note to Asher in the amount of $27,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 6 March 2013 (the “Asher Note #3”). Any amount of principal or interest amount not paid on 6 March 2013 (the “Default Amount #3”) shall bear interest of 22% per annum commencing on 6 March 2013 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 6 March 2013 or the date of the Default Amount #3 is paid, at a conversion price equal to 51% of the average of the lowest 3 trading prices for the common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #3 contains a provision limiting the number of shares of common stock into which the Asher Note #3 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #3 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #3 anytime from the date of the Asher Note #3 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #3 based on the date of prepayment.

The fair value of the beneficial conversion feature was estimated at $26,422 and was recorded as additional paid-in capital. During the year ended 31 December 2012, the Company accrued interest expense of $21,385 (2011 - $Nil, 2010 - $Nil, cumulative - $21,385), of which $20,131 relates to the amortization of debt discount (2011 - $Nil, 2010 - $Nil, cumulative through December 31,2012 - $20,131)

The Company determined that the conversion feature in this note is not indexed to the Company’s 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 0.01% to 0.08%; Dividend  rate of  0%; and, historical volatility rates ranging from 302.73% to 418.02%. Based on this calculation, the Company recorded a derivative liability of $58,313 and loss on derivative liability of $39,634.

During the year ended 31 December 2013 the Company recorded accrued interest of $14,576 ($826 related to stated interest and $13,750 related to a default penalty). The note was extinguished through the issuance of 60,393,177 common shares from  April to May 2013. .

f. On 18 December 2012, the Company issued a convertible note to Asher in the amount of $27,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 20 September 2013 (the “Asher Note #4”). Any amount of principal or interest amount not paid on 20 September 2013 (the “Default Amount #4”) shall bear interest of 22% per annum commencing on 20 September 2013 to the date the amount is paid.

The proceeds related to Asher Note #4 were received subsequent to the year ended 31 December 2012.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 20 September 2013 or the date of the Default Amount #4 is paid, at a conversion price equal to 45% of the average of the lowest 3 trading prices for the common stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #4 contains a provision limiting the number of shares of common stock into which the Asher Note #4 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #4 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #4 anytime from the date of the Asher Note #4 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #4 based on the date of prepayment.

The fair value of the beneficial conversion feature was estimated at $27,500 and was recorded as additional paid-in capital. During the year ended 31 December 2012, the Company accrued interest expense of $1,373 (2011 - $Nil, 2010 - $Nil, cumulative - $1,373), of which $1,295 relates to the amortization of debt discount (2011 - $Nil, 2010 - $Nil, cumulative through December 31,2012 - $1,295).

The Company determined that the conversion feature in this note is not indexed to the Company’s 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 0.07% to 0.10%; Dividend rate of 0%; and, historical volatility rates ranging from 191.75% to 548.83%. Based on this calculation, the Company recorded a derivative liability of $71,691 and loss on derivative liability of $41,940.

During the year ended 31 December 2013 the Company accrued interest of  $1,278. The loan was extinguished through the issuance of 113,144,698 common shares from July to August 2013.

g. On 21 February 2013, the Company issued a convertible note to Asher in the amount of $27,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 25 November  2013 (the “Asher Note #5”). Any amount of principal or interest amount not paid on 25 November 2013 (the “Default Amount #5”) shall bear interest of 22% per annum commencing on 6 March 2013 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 25 November 2013 or the date of the Default Amount #5 is paid, at a conversion price equal to 45% of the average of the lowest 3 trading prices for the common stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #5 contains a provision limiting the number of shares of common stock into which the Asher Note #3 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #5 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #5 anytime from the date of the Asher Note #5 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #5 based on the date of prepayment.

The Company has determined that the conversion feature in this note is not indexed to the Company’s 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 rate of 0.07%; Dividend  rate of  0%; and, historical volatility rates ranging from 248,45% to 267,73%. Based on this calculation, the Company recorded a derivative liability of $71,766 and gain on derivative liability of $20,948. The Company also recorded a debt discount of $27,500 (to be amortized over the term of the debt). During the year ended 31 December 2013, the Company recorded interest expense of $73,136, of which $44,266 relates to origination interest, $27,500 related to debt discount amortization, and $1,370 relates to stated interest.

h. On 29 April  2013, the Company issued a convertible note to Asher in the amount of $32,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 31 January 2014 (the “Asher Note #6”). Any amount of principal or interest amount not paid on 31 January 2014 (the “Default Amount #6”) shall bear interest of 22% per annum commencing on 31 January 2013 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 31 January 2014 or the date of the Default Amount #6 is paid, at a conversion price equal to 45% of the average of the lowest 3 trading prices for the common stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #6 contains a provision limiting the number of shares of common stock into which the Asher Note #3 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #6 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #6 anytime from the date of the Asher Note #5 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #6 based on the date of prepayment.

The Company has determined that the conversion feature in this note is not indexed to the Company’s 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 .01% to .10%; Dividend rate of 0%; and, historical volatility rates ranging from 353.55% to 852.32%. Based on this calculation, the Company recorded a derivative liability of $97,733, and loss on derivative liability of $174,610. The Company also recorded a debt discount of $32,500 (to be amortized over the term of the debt). During the year ended 31 December 2013, the Company recorded interest expense of $95,848, of which $65,233 related to origination interest, $28,863 related to debt discount amortization, and $1,752 related to stated interest.

i. On 8 August  2013, the Company issued a convertible note to Asher in the amount of $12,995, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on May 12 2014 (the “Asher Note #7”). Any amount of principal or interest amount not paid on 12 May 2014  (the “Default Amount #7”) shall bear interest of 22% per annum commencing on 12 May 2014 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 12 May or the date of the Default Amount #7 is paid, at a conversion price equal to 45% of the average of the lowest 3 trading prices for the common stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #7 contains a provision limiting the number of shares of common stock into which the Asher Note #3 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #7 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #7 anytime from the date of the Asher Note #7 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #7 based on the date of prepayment.

The Company has determined that the conversion feature in this note is not indexed to the Company’s 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 rate of 0.07%; Dividend  rate of  0%; and, historical volatility rates ranging from 248,45% to 267,73%. Based on this calculation, the Company recorded a derivative liability of $71,766 and gain on derivative liability of $20,948. The Company also recorded a debt discount was $12,995 (to be amortized over the term of the debt). During the year ended 31 December 2013, the Company recorded interest expense of $19,445, of which $12,229 related to origination interest, $6,802 related to debt discount amortization, and $413 related to stated interest.

k. On 30 October  2013, the Company issued a convertible note to Asher in the amount of $16,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 1 August 2014 (the “Asher Note #8”). Any amount of principal or interest amount not paid on 1August 2014  (the “Default Amount #8”) shall bear interest of 22% per annum commencing on August 1,2014 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 1 August 2014 or the date of the Default Amount #8 is paid, at a conversion price equal to 45% of the average of the lowest 3 trading prices for the common stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #8 contains a provision limiting the number of shares of common stock into which the Asher Note #8 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #8 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #8 anytime from the date of the Asher Note #8 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #8 based on the date of prepayment.

The Company has determined that the conversion feature in this note is not indexed to the Company’s 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 rate of .12%; Dividend rate of 0%; and, historical volatility rates ranging from 412.87% to 425.91%. Based on this calculation, the Company recorded a derivative liability of $62,095, and loss on derivative liability of $81,235. The Company also recorded a debt discount was $16,500 (to be amortized over the term of the debt). During the year ended 31 December 2013, the Company recorded interest expense of $49,539, of which $45,494 related to origination interest, $3,720 related to debt discount amortization, and $224 related to stated interest.

l. On 24 December  2013, the Company issued a convertible note to Asher in the amount of $16,500, bearing interest at a rate of 8% per annum on any unpaid principal balance, unsecured, with principal and interest amounts due and payable upon maturity on 30 August 2014 (the “Asher Note #9”). Any amount of principal or interest amount not paid on 30 September 2014  (the “Default Amount #9”) shall bear interest of 22% per annum commencing on September 30,2014 to the date the amount is paid.

Asher has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time commencing 6 months after the date of issuance up to the later of 30 September 2014 or the date of the Default Amount #9 is paid, at a conversion price equal to 45% of the average of the lowest 3 trading prices for the common stock during the 30 trading day period ending on the latest complete trading day prior to the conversion date.

The Asher Note #9 contains a provision limiting the number of shares of common stock into which the Asher Note #8 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Asher Note #9 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #9 anytime from the date of the Asher Note #9 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Asher Note #9 based on the date of prepayment.

The Company has determined that the conversion feature in this note is not indexed to the Company’s 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 .09% to .10%; Dividend rate of 0%; and, historical volatility rates ranging from 283.69% to 461.93%. Based on this calculation, the Company recorded a derivative liability of $180,020, and gain on derivative liability of $36,192. The Company also recorded a debt discount was $16,500 (to be amortized over the term of the debt). During the year ended 31 December 2013, the Company recorded interest expense of $163,958, of which $163,520 related to origination interest, $413 related to debt discount amortization, and $25 related to stated interest.

l. The following is the summary of convertible promissory notes that are issued and outstanding as at 31 December 2013 and 2012:

		2012		2013
			$		$
Asher Note	Principal net of debt discount		2,600		32,500
	Accrued interest		3,253
			5,853
Asher Note #2	Principal net of debt discount		37,500		12,995
	Accrued interest		2,541
			40,041
Asher Note #3	Principal net of debt discount		21,209		16,500
	Accrued interest		1,254
			22,463
Asher Note #4	Principal net of debt discount		1,295		16,500
	Accrued interest		78
			1,373
Total			69,730		78,495
Unamortized Discount					(38,697	)
Note					39,978

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7. Stockholders' Deficit (Tables)

12 Months Ended

Dec. 31, 2013

Stockholders Deficit Tables

Stock options

	Number of options		Exercise price		Remaining life (years)
Options		75,000		0.15		8.84

Summary of stock option activities

	Number of stock options			Weighted average exercise price $
Outstanding and exercisable at 1 January 2013	325,000				0.088
Granted	-				-
Exercised	-				-
Expired	(250,000)				0.070
Outstanding and exercisable at 31 December 2013	75,000				0.15
Outstanding and exercisable at 1 January 2012		400,000			0.085
Granted		-
Exercised		-			-
Expired		(75,000	)		(0.070	)
Outstanding and exercisable at 31 December 2012		325,000			0.088
Weighted average fair value of options granted during the year					-
Weighted average fair value of options granted during the year					0.00

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2. Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Significant Accounting Policies Policies

Principles of consolidation

The accompanying 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 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 31 December 2013 and 2012, the Company had -0- 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:

Furniture, computer and office equipment	Five years
Computer software	Three Years

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 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 Company’s 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 Company’s 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..As of December 31, 2013 and 2012, the Company had 1,791,901,834 and 115,933,333 potential common shares from its convertible debt and convertible preferred stock.

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 Company’s 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 $36,650 and $33,000 in the years ended December 31, 2013 and 2012 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 31 December 2013 and 2012, 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

The Company does not expect the adoption of any recent accounting pronouncements to have a significant impact on its financial statements.

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9. Income Taxes

12 Months Ended

Dec. 31, 2013

Income Taxes

Income Taxes

The Company has losses carried forward for income tax purposes as of 31 December 2013 and 2012 The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry-forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax for the years ended 31 December 2013 and 2012 consists of the following:

	2013
	$
Refundable federal tax asset (liability) attributable to:
Current operations		382,472
Permanent differences		(302,794)
Less: Change in valuation allowance		(79,679)
Income tax expense		-

The tax effects of temporary differences that give rise to future income tax assets and liabilities as at 31 December 2013 are as follows:

	2013
	$
Statutory federal income tax rate		34	%
Net operating loss carryforwards		20,369,134
Net deferred tax asset		6,662,712
Less: Valuation allowance		(6,662,712)
Future tax assets (liabilities)		-

The net operating losses of the Company will begin to expire in 2017.

As of December 31, 2013 and 2012, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, 2013, and 2012 and no interest or penalties have been accrued as of December 31, 2013 and 2012. As of December 31, 2013 and 2012, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2011 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

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7. Stockholders' Deficit

12 Months Ended

Dec. 31, 2013

Stockholders Deficit

Stockholders' Deficit

Authorized

The total authorized capital consists of

· 850,000,000  common shares with par value of $0.00001 (Note 15)

· 116,818, 182 blank check preferred shares with no par value

· 50,000,000 designated class A preferred shares with par value of $0.001

· 33,181,818 designated class B preferred shares with par value of $0.001

Issued and outstanding

Common Stock

As at 31 December 2013, the total issued and outstanding capital stock was 579,014,243 common shares with a par value of $0.00001 per share.

As at 31 December 2012, the total issued and outstanding capital stock was 83,686,238 common shares with a par value of $0.00001 per share.

Issuances of Common Stock

In 2013 the Company issued 495,328,035  common shares issued upon conversionof $141,030 upon conversion ofdebt.

In 2012 the Company issued 42,182,653 common shares issued upon conversion  of $34,900 upon conversion of debt

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 Company’s common stock at a rate of 1 preferred share equals 1 common share. In addition, the Class A Preferred Shares rank senior to the Company’s 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 one common share.

The Company does have 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.

Preferred  B

On 13 December 2013, the Company designated  33,181,818 of the 200,000,000 authorized preferred shares as class B preferred shares with a par  value of $0.001 per share. Each class B preferred share is convertible into one common share of the Company at the option of the holder. As at 31 December 2013, there was no class B preferred share issued and outstanding.

Stock options

The following stock options are outstanding as at 31 December 2013:

	Number of options		Exercise price		Remaining life (years)
Options		75,000		0.15		8.84

During the year ended 31 December 2007, the Company adopted the Stock Incentive Plan (the “Plan”), which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards to officers, directors or employees of, as well as advisers and consultants to, the Company.

All stock options and rights are to vest over a period determined by the Board of Directors and expire not more than ten years from the date granted. Pursuant to the Plan, the maximum aggregate number of shares that may be issued for awards is 500,000 and the maximum aggregate number of shares that may be issued for incentive stock options is 500,000.

During the year ended 31 December 2011 the Company granted 250,000 options at a price of $0.07 per share expiring 10 December 2013, 75,000 options at a price of $0.07 per share expiring at 28 November 2012 and 75,000 options at a price of $0.15 per share expiring 31 October 2021. All of these stock options vested immediately.

During the year ended 31 December 2012  75,000 options at a price of $0.07 per share expired.

During the year ended 31 December 2013  250,000 options at a price of $0.07 per share expired.

The following is a summary of stock option activities during the years ended 31 December 2013 and 2012:

	Number of stock options			Weighted average exercise price $
Outstanding and exercisable at 1 January 2013	325,000				0.088
Granted	-				-
Exercised	-				-
Expired	(250,000)				0.070
Outstanding and exercisable at 31 December 2013	75,000				0.15
Outstanding and exercisable at 1 January 2012		400,000			0.085
Granted		-
Exercised		-			-
Expired		(75,000	)		(0.070	)
Outstanding and exercisable at 31 December 2012		325,000			0.088
Weighted average fair value of options granted during the year					-
Weighted average fair value of options granted during the year					0.00

The aggregate intrinsic value of options outstanding and exercisable at 31 December 2013 and 2012 was $nil and $nil, respectively.

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8. Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments And Contingencies

Commitments and Contingencies

The Company is committed to making repayments related to the convertible promissory notes payable to Asher .

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10. Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2013

Fair Value Of Financial Instruments

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:

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.

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2013 and 2012 (none), consisted of the following:

				Fair Value Measurements Using
		Total Fair		Quoted prices in		Significant other		Significant
		Value at		active markets		observable inputs		Unobservable inputs
Description		December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Derivative liabilities	$	671,988	$	-	$	671,988	$	-

As at 31 December 2013, the carrying amounts of amounts receivable and accounts payable and accrued liabilities approximated their estimated fair values because of the short maturity of these financial instruments.

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 Company’s 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 Company’s cash flows and financial assets and liabilities are denominated in US dollars, which is the Company’s functional and reporting currency. Foreign currency risk is limited to the portion of the Company’s 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 $963,352 at 31 December 2013 (2012 – $570,498), 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.

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7. Due to Related Parties and Related Party Transactions (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Accounts payable and accrued liabilities	$ 38,346	$ 28,843
Officers and Directors [Member]
Paid or accrued for management fees	35,390	25,750
Officers and Directors, Preferred A Convertible Stock [Member]
Paid or accrued for management fees	$ 23,200

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4. Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property And Equipment Tables

Furniture, computer and office equipment

	Cost $		Accumulated Depreciation $		Net Book Value $
As of December 31, 2013 :
Furniture, computer and office equipment		47,433		43,320		4,113
As of December 31, 2012 : Furniture, computer and office equipment		47,433		41,659		5,874

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1. Nature, Basis of Presentation and Continuance of Operations (Details Narrative) (USD $)	12 Months Ended		196 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Nature Basis Of Presentation And Continuance Of Operations Details Narrative
Net loss	$ 1,124,919	$ 309,967	$ 20,212,689
Working capital deficit	$ 963,352	$ 570,498	$ 963,352

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11. Fair Value of Financial Instruments (Details) (USD $)	Dec. 31, 2013
Derivative liabilities	$ 671,988
Quoted prices in active markets (Level 1) [Member]
Derivative liabilities
Significant other observable inputs (Level 2) [Member]
Derivative liabilities	671,988
Significant Unobservable inputs (Level 3) [Member]
Derivative liabilities

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Consolidated Statement of Cash Flows (USD $)	12 Months Ended		196 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Cash Flows Used in Operating Activities:
Net Income (Loss)	$ (1,124,919)	$ (309,967)	$ (18,212,731)
Adjustments:
Amortization	1,761	2,517	85,497
Debt discount amortization and origination interest	444,387		444,387
Loss on derivative liabilities	446,183		446,183
Consulting fees			40,200
Gain on extinguishment of debt	(50,730)		(74,730)
Future income tax recovery			(2,319,871)
Accured interest		79,783
Gain on sale of oil and gas property			(10,745)
Mineral property acquisition			1,816,000
Stock-based compensation (recovery)			3,609,399
Write-down and impairment loss on mineral properties	36,650	33,000	5,069,650
Changes in operating assets and liabilities
Other Receivable & Prepaid Expenses	9,855	(27,500)	(1,145)
Increase (decrease) in accounts payable and accrued liabilities	134,968	127,458	2,288,922
Net cash used in continuing operating activities	(101,845)	(94,707)	(6,818,984)
Net cash used in discontinued operations			(186,440)
Net Cash used in Operating Activities	(101,845)	(174,492)	(7,005,424)
Net Cash Used In Investing Activities
Bank over draft		13
Purchase of mineral property interests	(4,150)		(52,759)
Proceeds from sale of oil and gas property			46,200
Oil and gas property acquisitions			(2,846)
Oil and gas exploration			(22,609)
Purchase of equipment			(53,550)
Website development cost			(40,000)
Net Cash Provided by Used In Investing Activities	(4,150)		(125,564)
Cash Flows From Financing Activities:
Proceeds from notes payable	105,995		235,995
Cost of repurchase of common stock			(1,000)
Warrants exercised			100,000
Proceeds from common stock, net of share issue costs		92,500	8,311,915
Net Cash Provided by Financing Activities	105,995	92,500	8,646,910
Net cash used in discontinued operations			(1,499,422)
Net (Decrease) in Cash		(2,194)
Cash at Beginning of Period		2,194
Cash at End of Period
Supplemental disclosure of cash flow information:
Foreign exchange loss			21,787
Common shares issued for oil and gas property			10,000
Common shares issued for services			50,000
Donated consulting services			16,200
Commonn shares issued for equity acquisition of Finmetal			1,280,000
Restricted shares issued for stock-based compensation			2,418,000
Common shares issued as finders' fee			254,500
Common share issued for mineral rights			2,320,000
Common shares issued upon conversion of promissory notes	141,030	34,900	175,930
Notes payable issued for settlement of accounts payable	241,200		241,200
Preferred A shares issued for settlment of accounts payable	$ 104,651		$ 104,651

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4. Property and Equipment

12 Months Ended

Dec. 31, 2013

Property And Equipment

Property and Equipment

	Cost $		Accumulated Depreciation $		Net Book Value $
As of December 31, 2013 :
Furniture, computer and office equipment		47,433		43,320		4,113
As of December 31, 2012 : Furniture, computer and office equipment		47,433		41,659		5,874

During the year ended 31 December 2013, total additions to property and equipment were $Nil (2012 -$Nill, cumulative - $53,550).

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2. Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2013
Furniture, Computer and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Computer software [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

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10. Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Refundable federal tax asset (liability) attributable to:
Current operations	$ 382,472
Permanent differences	(302,794)
Less: Change in valuation allowance	(79,679)
Income tax expense

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2. Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Significant Accounting Policies Tables

Estimated useful lives of Furniture, computer equipment, office equipment and computer software

Furniture, computer and office equipment	Five years
Computer software	Three Years