10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended  June 30, 2014
o	TRANSITION REPORT PURSUANT TO 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.)
6000 Poplar Avenue , Suite 250, Memphis , TN 34119   (Address of principal executive offices)
888-224-6561
(Registrant’s telephone number, including area code)
__________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o  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). x Yes   o   No

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,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   o	Accelerated filer                     o
Non-accelerated filer     o (Do not check if a smaller reporting company)	Smaller reporting company  x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding at August 18, 2014
Common Stock, $0.00001 par value	158,476,833

Explanatory Note

The purpose of this Amendment No. 1 to First Colombia Gold Corp.’s Annual Report on Form 10-Q for the six month ending June 30, 2014 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on August 19, 2014, is to furnish Amended Exhibits 101 to the Form 10-Q 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-Q formatted in XBRL (eXtensible Business Reporting Language). This Amendment No. 1 to the Form 10-Q also updates the Exhibit Index to reflect the furnishing of Exhibits 101.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, 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-Q.

Item 6. Exhibits.

Exhibit No.	Description	Filed Herewith
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	*
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	*
101.INS  †	XBRL Instance Document	X
101 SCH †	XBRL Taxonomy Extension Schema Document	X
101.CAL †	XBRL Taxonomy Extension Calculation Linkbase Document	X
101 LAB †	XBRL Extension Labels Linkbase Document	X
101.PRE †	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF †	XBRL Taxonomy Extension Definition Linkbase Document	X

*	Filed as an exhibit to the original Form 10-Q for the quarter ended June 30, 2014, filed August 19, 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.

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	First Colombia Gold Corp.
Date: August 25, 2014	By: /s/   E. Robert Gates                                                                                                   E. Robert Gates Title :    Chief Executive Officer and Treasurer               (Principal Executive Officer and Principal Accounting Officer)

- 3 -

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9. Fair Value of Financial Instruments (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Derivative liabilities	$ 394,157	$ 671,998
Quoted prices in active markets (Level 1) [Member]
Derivative liabilities
Significant other observable inputs (Level 2) [Member]
Derivative liabilities	394,157	671,998
Significant Unobservable inputs (Level 3) [Member]
Derivative liabilities

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5. Convertible Promissory Notes (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Principal net of debt discount	$ 145,351	$ 61,995
Unamortized Discount	(64,150)	(38,697)
Total	81,201	39,978
Asher Note #6 [Member]
Principal net of debt discount	6,964	32,500
Asher Note #7 [Member]
Principal net of debt discount	19,887	12,995
Asher Note #8 [Member]
Principal net of debt discount	16,500	16,500
Asher Note #9 [Member]
Principal net of debt discount	16,500
Asher Note#10 [Member]
Principal net of debt discount	13,500
Sergio#1 [Member]
Principal net of debt discount	35,000
Asher Note#11 [Member]
Principal net of debt discount	$ 37,000

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11. Restatement (Tables)

6 Months Ended

Jun. 30, 2014

Restatement Tables

Restatement adjustments

For the three months ended 30 June 2013

Statement of Operations

	As originally reported		Adjustments		Restated
Interest expense	$	35,465	$	57,593	$	93,058
Loss on derivative liabilities	$	0	$	248,869	$	248,869
Net loss	$	135,721	$	269,812	$	405,533
Net loss per share	$	.00	$	1.17	$	1,17

For the six months ended 30 June 2013

Statement of Operations

	As originally reported		Adjustments		Restated
Interest expense	$	57,694	$	118,400	$	173,094
Loss on derivative liabilities	$	0	$	66,533	$	66,533
Net loss	$	176,878	$	181,933	$	358,811
Net loss per share	$	.00	$	1.30	$	1.30

Statement of Cash Flows

	As originally reported		Adjustments		Restated
Net loss	$	176,878	$	181,933	$	358,811
Debt discount amortization and origination interest	$	881	$	166,774		167,655
Loss on derivative liabilities	$	0	$	66,533		66,533
Net cash used in operating activities	$	55,837	$	13		55,850

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12. Notes Payable (Details) (USD $)	6 Months Ended
	Jun. 30, 2014
Total Notes Payable	$ 293,650
Less : Current portion of long term debt	(90,000)
Less: Short term debt	(52,550)
Total : Long Term Portion	151,100
June 30, 2013 [Member]
Note Issuance Date	Jun. 30, 2013
Note Maturity Date	Jun. 29, 2015
Interest Rate	5.00%
Debt instrument, monthly installments	90,000
August 20, 2013 [Member]
Note Issuance Date	Aug. 20, 2013
Note Maturity Date	Aug. 19, 2015
Interest Rate	5.00%
Debt instrument, monthly installments	43,000
September 30, 2013 [Member]
Note Issuance Date	Sep. 30, 2013
Note Maturity Date	Sep. 29, 2015
Interest Rate	5.00%
Debt instrument, monthly installments	68,100
December 30, 2013 [Member]
Note Issuance Date	Dec. 30, 2013
Note Maturity Date	Dec. 30, 2015
Interest Rate	5.00%
Debt instrument, monthly installments	40,000
May 15, 2014 [Member]
Note Issuance Date	May 15, 2014
Note Maturity Date	Aug. 13, 2014
Interest Rate	10.00%
Debt instrument, monthly installments	23,000
May 2, 2014 [Member]
Note Issuance Date	May 02, 2014
Note Maturity Date	Jul. 31, 2014
Interest Rate	10.00%
Debt instrument, monthly installments	23,550
June 17, 2014 [Member]
Note Issuance Date	Jun. 17, 2014
Note Maturity Date	Sep. 15, 2014
Interest Rate	10.00%
Debt instrument, monthly installments	$ 6,000

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7. Stockholders' Deficit (Details 1) (USD $)	6 Months Ended
	Jun. 30, 2014
Stockholders Deficit Details 1
Shares outstanding and exercisable, Beginning balance	75,000
Granted
Exercised
Expired
Shares outstanding and exercisable, Ending balance	75,000
Weighted average fair value of options granted during the period
Weighted Average Exercise Price
Weighted average exercise price outstanding and exercisable, Beginning balance	$ 0.15
Granted
Exercised
Expired
Weighted average exercise price outstanding and exercisable, Ending balance	$ 0.15
Weighted average fair value of options granted during the period	$ 0.00

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4. Property and Equipment

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Property and Equipment

	Cost $		Accumulated Depreciation $		Net Book Value $
As of June 30, 2014 :
Furniture, computer and office equipment		47,433		44,201		3,232
As of December 31, 2013 :
Furniture, computer and office equipment		47,433		43,320		4,113

During the period ending June 30, 2014 total additions to property and equipment were $Nil.

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12. Notes Payable (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Notes Payable Details Narrative
Interest expense	$ 6,670	$ 0
Accrued interest	$ 10,580	$ 0

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2. Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Significant Accounting Policies Details Narrative
Cash and cash equivalents	$ 491		$ 491		$ 0
Potential common shares, from convertible debt and convertible preferred stock			127,718,741	95,707,680
Impairment loss on mineral properties	0	0
Asset retirement obligations	$ 0		$ 0		$ 0

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2. Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2014
Furniture, Computer and Office Equipment [Member]
Estimated useful lives	5 years
Computer software [Member]
Estimated useful lives	3 years

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3. Mineral Property Interests (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Boulder Hill Claims [Member]
Consulting fees	$ 1,250
Boulder Hill Project [Member]
Exploration costs		0
South Idaho Silver Project [Member]
Consulting fees	1,250
Exploration costs		0
Write-down of mineral property		$ 36,650

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4. Property and Equipment (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Property And Equipment Details
Cost	$ 47,433	$ 47,433
Accumulated Amortization	44,201	43,320
Net Book Value	$ 3,232	$ 4,113

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3. Mineral Property Interests

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Mineral Property Interests

Boulder Hill Project

On December 16, 2011, we entered into a Purchase and Sale Agreement (“Purchase Agreement”) with Boulder Hill Mines Inc., an Idaho corporation (“Boulder Hill”) relating to the purchase from Boulder Hill of three unpatented mining claims situated in Lincoln County, Montana (the “Boulder Hill Claims”).

During the year ended 31 December 2013, the Company decided to cancel the portion of the Boulder Hill project involving the state lease, and is in the process of re-staking unpatented mining claims. During the six month period ended 30 June 2014 the Company spent $1,250 in consulting fees related to preparation for the re-staking ($0 exploration costs during six month period ended 30 June 2013).

South Idaho Silver Project

On 7 December 2011 (the “Effective Date”), the Company entered into an Assignment and Assumption Agreement (the “CCS Assignment”) with Castle Creek Silver Inc. (“Castle Creek”), an Idaho corporation, and Robert Ebisch (“Robert E”) to acquire by way of assignment from Castle Creek all of its rights, responsibilities and obligations under an Option to Purchase and Royalty Agreement (the “Purchase Agreement”) dated 15 July 2011, by and between Castle Creek and Robert E. Castle Creek, under the Purchase Agreement, had the option to acquire an undivided 100% of the right, title and interest of Robert E in the unpatented mining claims owned and situated in Owyhee County, Idaho (the “South Idaho Property”).

Pursuant to the terms of the CCS Assignment, Castle Creek transferred and assigned the Company all of its right, title and interest, in, to and under the Purchase Agreement and the Company assumed the assignment of the Purchase Agreement agreeing to be bound, the same extent as Castle Creek, to the terms and conditions of the Purchase Agreement.

The Company is currently in default with regards to certain obligations related to the South Idaho Property and is in the process of renegotiating the terms with Castle Creek, or determining to re-stake the mining claims. During 2013, the Company recorded a provision for write-down of mineral property interests of in the amount of $36,650 related to the South Idaho Property. During the six month period ended 30 June 2014, the Company paid $1,250 for a review and update of its database in preparation of re-staking (no exploration costs were incurred during the six month period ended 30 June 2013).

Skip Silver Prospect

The Company owns two unpatented mining claims covering approximately forty acres in central Montana.

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4. Property and Equipment (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
Property And Equipment Details Narrative
Additions to property and equipment	$ 0

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9. Fair Value of Financial Instruments (Details Narrative) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Fair Value Of Financial Instruments Details Narrative
Working capital deficit	$ 828,101	$ 963,353

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Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current Assets
Cash and cash equivalents	$ 491	$ 0
Prepaid expenses	1,645	1,145
Accounts Receivable		16,500
Total current assets	2,136	17,645
Property and equipment	3,232	4,113
Total Assets	5,368	21,758
Current Liabilities
Accounts payable and accrued liabilities	180,780	218,260
Accounts payable, related parties	5,200	38,346
Accrued interest	26,349	12,595
Convertible notes payable, net of discounts of $64,150 and $38,697, respectively	81,201	39,798
Notes Payable	23,000
Advances - related parties	29,550
Current portion of long term notes payable	90,000
Derivative liabilities	394,157	671,998
Total Current Liabilities	830,237	980,998
Long term notes payable	151,100	241,100
Total Liabilities	981,337	1,222,098
Stockholders' Deficit
Preferred Stock Blank check preferred stock, par value $0, 116,818,182 shares authorized, 0 shares issued and outstanding at June 30, 2014 and December 31, 2013
Series A convertible preferred stock, par value $.001, 50,000,000 shares authorized, 47,068,500 and 47,568,500 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively	47,069	47,569
Series B convertible preferred stock, par value $.001, 33,181,818 shares authorized, 2,000,000 and 0 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively	2,000
Common Stock Par value $,00001,4,000,000,000 shares authorized, 30,799,024 and 1,168,029 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively	308	12
Additional paid-in capital	20,085,155	18,964,770
Accumulated deficit	(21,110,501)	(20,212,689)
Total Stockholders' Deficit	(975,969)	(1,200,340)
Total liabilities and stockholders' deficit	$ 5,368	$ 21,758

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1. Nature, Basis of Presentation and Continuance of Operations

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Nature, Basis of Presentation and Continuance of Operations

First Colombia Gold Corp. (the “Company”) was incorporated under the laws of the State of Nevada, U.S.A. under the name “Gondwana Energy, Ltd.” on 5 September 1997. On 23 January 2007, the Company changed its name to “Finmetal Mining Ltd.”. On 27 November 2006, the Company completed the acquisition of 100% of the shares of Finmetal Mining OY (“Finmetal OY”), a company incorporated under the laws of Finland. During the fiscal year ended 31 December 2006, the Company changed its operational focus from development of oil and gas properties, to acquisition of, exploration for and development of mineral properties in Finland.

On 22 May 2008, the Company changed its name to “Amazon Goldsands Ltd.” and on 18 September 2008, the Company entered into a Mineral Rights Option Agreement and concurrently re-focused on the acquisition of, exploration for and development of mineral properties located in Peru. On 29 November 2010, the Company changed its name to “First Colombia Gold Corp.”. The Company changed its name pursuant to a parent/subsidiary merger between the Company (as Amazon Goldsands Ltd.) and its wholly-owned non-operating subsidiary, First Colombia Gold Corp., which was established for the purpose of giving effect to this name change. In 2011 the Company expanded geographic focus to include North America, acquiring two mineral property interests while terminating its agreements related to the mineral property located in Peru in September 2011.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the 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 30 June 2014 and the three and six months 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 $897,812 for the six months ended 30 June 2014 (2013– Net loss of $358,811) and has a working capital deficit of $828,101 at 30 June 2014 (31 December 2013 – $963,353), 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, has been dependent on funding provided by Asher Enterprises, Inc. (“Asher”), and in the quarter ending June 30,2014 the Company secured advances and loans from a third party, and a company controlled by an officer. If these parties are unwilling to provide ongoing funding to the Company and/or if the Company is unable to raise additional capital in the immediate future, the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures or cease operations. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern including adjustments related to employee severance pay and other costs related to ceasing operations.

If the Company is unable to raise additional capital in the immediate future, the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures or cease operations. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern including adjustments related to employee severance pay and other costs related to ceasing operations.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and consist solely of normal recurring adjustments. Operating results for the interim period ended June 30, 2014 are not necessarily indicative of the results that can be expected for the full year.

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6. Related Party Transactions (Details Narrative) (USD $)			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Officers and Directors [Member]	Jun. 30, 2013 Officers and Directors [Member]	Dec. 31, 2013 Officers and Directors, Preferred A Convertible Stock [Member]	Jun. 30, 2014 Officers and Directors, Preferred B Convertible Stock [Member]
Paid or accrued for management fees			$ 15,500	$ 20,500
Issuance of common stock for services rendered			20,000,000	20,000,000
Issuance of common stock for services rendered, Valued			800,000	800,000
Amount settled in accrued liabilities					23,200	20,000
Series B convertible preferred stock Shares Issued	2,000,000	0
Issuance of common stock to settle accounts payable			236,111
Issuance of common stock to settle accounts payable, Valued			19,433
Advances - related parties	29,550
Fair value related parties	28,000
Contribution to additional paid-in capital	$ 8,000

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5. Convertible Promissory Notes (Tables)

6 Months Ended

Jun. 30, 2014

Convertible Promissory Notes Tables

Convertible Promissory Notes

The following is the summary of convertible promissory notes that are issued and outstanding as at 30 June 2014 and as at 31 December 2013:

Principal	2014			2013
Asher Note #6		6,964			32,500
Asher Note #7		19,887			12,995
Asher  Note #8		16,500			16,500
Asher  Note #9		16,500			-
Asher Note#10		13,500			-
Sergio #1		35,000
Asher Note #11		37,000
Total		145,351			61,995
Unamortized Discount		(64,150	)		(38,697	)
Convertible notes payable, net		81,201			39,978

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7. Stockholders' Deficit (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Stockholders Deficit Details
Number of options	75,000	75,000
Exercise price	$ 0.15	$ 0.15
Remaining life (years)	8 years 4 months 2 days

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9. Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Of Financial Instruments Tables

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

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of June 30, 2014, 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	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Derivative liabilities	$	394,157	$	-	$	394,157	$	-

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2013, 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	June 30, 2013		(Level 1)		(Level 2)		(Level 3)
Derivative liabilities	$	671,998	$	-	$	671,998	$	-

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2. Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Significant Accounting Policies

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

Principles of consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006 and the results of Beardmore Holdings, Inc. (“Beardmore”), a company incorporated under the laws of Panama, to the date of disposal on 21 September 2011. All inter-company balances and transactions have been eliminated in these condensed consolidated financial statements.

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 30 June 2014 and as at 31 December 2013, the Company had $491 and $0 in cash and cash equivalents.

Property and equipment

Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows:

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 condensed consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the 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 June 30, 2014 and June 30, 2013, the Company had 127,718,741 and 95,707,680 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 $0 and $0 for the three months ended June 30, 2014 and 2013, respectively.

Asset retirement obligations

The Company has adopted ASC 410, “Assets Retirement and Environmental Obligations”, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at 30 June 2014 and 31 December 2013, the Company did not have any asset retirement obligations.

Convertible debt

The Company has adopted ASC 470-20, “Debt with Conversion and Other Options” and applies this guidance retrospectively to all periods presented upon those fiscal years. The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes.

As of January 1, 2013, it was determined that the conversion features in the convertible debt were derivative liabilities. Accordingly, we have separately measured and accounted for these derivative liabilities, in accordance with ASC 815-15.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

 Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of June 30, 2014.

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

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current Liabilities
Discount on convertible notes payable	$ 64,150	$ 38,697
Stockholders' Deficit
Preferred Stock Par Value	$ 0	$ 0
Preferred Stock Shares Authorized	116,818,182	116,818,182
Preferred Stock Shares Issued	0	0
Preferred Stock Shares Outstanding	0	0
Series A convertible preferred stock par Value	$ 0.001	$ 0.001
Series A convertible preferred stock Shares Authorized	50,000,000	50,000,000
Series A convertible preferred stock Shares Issued	47,068,500	47,568,500
Series A convertible preferred stock Shares Outstanding	47,068,500	47,568,500
Series B convertible preferred stock par Value	$ 0.001	$ 0.001
Series B convertible preferred stock Shares Authorized	33,181,818	33,181,818
Series B convertible preferred stock Shares Issued	2,000,000	0
Series B convertible preferred stock Shares Outstanding	2,000,000	0
Common Stock Par Value	$ 0.0001	$ 0.0001
Common Stock Shares Authorized	4,000,000,000	4,000,000,000
Common Stock Shares Issued	30,799,024	1,168,029
Common Stock Shares Outstanding	30,799,024	1,168,029

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12. Notes Payable

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Notes Payable

As of 30 June 2014, the following notes payable were outstanding:

Note Issuance Date	Note Maturity Date	Interest Rate			$
June 30, 2013	June 29, 2015		5.0	%		90,000
August 20, 2013	August 19, 2015		5.0	%		43,000
September 30, 2013	September 29, 2015		5.0	%		68,100
December 30, 2013	December 30, 2015		5.0	%		40,000
May 15, 2014	August 13, 2014		10.0	%		23,000
May 2, 2014	July 31, 2014		10.0	%		23,550
June 17, 2014	September 15, 2014		10.0	%		6,000
Total Notes Payable						293,650
Less : Current portion of long term debt						(90,000	)
Less: Short term debt						(52,550	)
Total : Long Term Portion						151,100

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	FIRST COLOMBIA GOLD CORP.
Entity Central Index Key	0001045929
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	30,799,024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

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13. Subsequent Events

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Subsequent Events

On July 17, 2014, the Company issued 1,408,333 common shares upon the conversion of $4,225 in Asher debt.

The Company issued 100,000,000 shares of restricted common stock to its CEO on July 9,2014, for services provided.

The Company issued 10,000,000 shares of restricted common stock in connection with a Purchase and Sale Agreement entered into on July 15, 2014. The purchase price was 10,000,000 shares valued at $80,000, which is based on the quoted value of the Company’s stock on that date. The Company acquired land, furniture and fixtures, computer equipment, vehicles, other equipment, and disposal well leases.

The Company on August 7, 2014 reached an agreement with a convertible note holder to settle all notes outstanding to the note holder issued prior to April 1, 2014, by August 13, 2014 in an amount of $110,000, and for the Company to have the right to settle an additional $74,500 without interest or premium in cash by September 12, 2014.

The Company’s Board of Directors on August 17, 2014 elected to increase the authorized shares of common stock

to 4,000,000,000 shares.

During July 2014, the Company received advances from a third party in the amount of $28,500. These advances carry no terms and are payable on demand.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2013 Restated [Member]	Jun. 30, 2013 Restated [Member]
Expenses
Depreciation and amortization	$ 440	$ 881	$ 440	$ 881
General and administrative	921,994	947,613	46,666	97,510
Impairment loss on mineral properties	0			36,650
Mineral property exploration expenditures	24,750	27,250	16,500	29,500
Total Operating Expense	947,184	975,744	63,606	164,541
Loss from operations	(947,184)	(975,744)	(63,606)	(164,541)
Other Income/(Expense)
Gain on extinguishment of debt	17,253	17,253		45,357
Interest expense	(428,008)	(468,627)	(93,058)	(173,094)
Gain/(Loss) on derivative liabilities	245,851	529,306	(248,869)	(66,533)
Total Other Income/(Expense)	(164,904)	77,932	(341,927)	(194,270)
Net loss	$ (1,112,088)	$ (897,812)	$ (405,533)	$ (358,811)
Loss per common share - basic and diluted	$ (0.09)	$ (0.13)	$ (1.17)	$ (1.30)
Weighted average shares outstanding of common - basic and diluted	12,346,349	6,815,668	346,735	275,890

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7. Stockholder's Deficit

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Stockholder's Deficit

Authorized

The total authorized capital consists of

· 850,000,000 common shares with par value of $0.00001

· 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

On 3 January 2014, the Company effected a 500 to 1 reverse split of its common stock. All share references in these condensed consolidated financial statements have been retroactively adjusted for this split.

During the six month period ended 30 June 2014, the Company issued 8,026,412 common shares upon the conversion of debt; 1,000,000 common shares upon the conversion of Series A Preferred stock; 20,000,000 shares of stock for services provided (valued at $800,000), 156,250 shares of common stock for exploration expense (valued at $4,500), and 458,333 shares of common stock to settle accounts payable (valued at $43,433).

During the six month period ended 30 June 2013, the Company issued 215,841 common shares upon the conversion of debt.

On 23 January 2013, the Company amended its number of authorized shares of common stock and the related par value from 200,000,000 to 850,000,000 subsequent to the approval of the Board of Directors and the holders of a majority of the outstanding shares of the common stock and class A Preferred Convertible stock.

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 2 common shares. 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 two common shares. The Company has the right, at its discretion, to redeem the Class A Preferred shares at a price of $.01 per share.

On February 1, 2013 the Company agreed to issue 47,568,500 shares of its Class A Preferred Convertible Stock, in exchange for the settlement of debt of approximately $104,651 to both unrelated parties and certain officers and directors of the Company. The Class A Preferred shares were issued at a price of $0.0022 per share. Related forgiveness of debt income was recorded of $50,730 as of 31 December 2013.

During the six month period ended 30 June 2014 certain Preferred A shareholders converted 500,000 Preferred A shares to 1,000,000 common shares.

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. The conversion price for each class B preferred share is $.01 divided by the average 5 days closing price of the Company’s common stock, and is convertible at the option of the holder. On January 20, 2014, the Company issued 2,000,000 shares of series B preferred convertible stock to 2 directors to extinguish accounts payable of $20,000. The if-converted value of these shares (based on the closing price of the Company’s common stock on January 20, 2014) was $28,000. Therefore, the Company has recorded $8,000 as a reduction to additional paid-in capital.

Stock options

The following stock options are outstanding as at 30 June 2014:

	Number of options		Exercise price		Remaining life (years)
Options		75,000		0.15		8.34

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.

The following is a summary of stock option activity during the six month period ended 30 June 2014:

	Number of stock options		Weighted average exercise price $
Outstanding and exercisable at 1 January 2014	75,000			0.15
Granted	-			-
Exercised	-			-
Expired	-			-
Outstanding and exercisable at 30 June 2014	75,000			0.15
Weighted average fair value of options granted during the period		-		-
Weighted average fair value of options granted during the period		-		0.00

The aggregate intrinsic value of options outstanding and exercisable at 30 June 2014 was $nil.

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6. Related Party Transactions

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Related Party Transactions

During the periods ended 30 June 2014 and 2013, the Company paid or accrued $15,500 and 20,500 for management fees to officers and directors of the Company. Additionally, 20,000,000 shares of common stock were issued to officers and directors for services rendered, valued at $800,000 using the quoted market price of the stock.

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.

During the six month period ended 30 June 2014 the Company settled $20,000 in liabilities accrued to officers and directors through the issuance of 2,000,000 shares of Preferred B convertible stock. The stock was valued on an “if-converted” basis using the quoted price of the Company’s common stock. This method generated a fair value of $28,000. Therefore, $8,000 was recorded as a contribution to additional paid-in capital. Also, during the six month period ended 30 June 2014, the Company issued 236,111 shares of common stock to settle accounts payable with officers and directors, valued at $19,433 using the quoted market price of the stock.

During the period ended 30 June 2014 the Company borrowed $29,550 from a company controlled by its CEO. These amounts are classified as advances from related parties on the balance sheet.

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7. Stockholder's Deficit (Tables)

6 Months Ended

Jun. 30, 2014

Common Stock Tables

Stock options

The following stock options are outstanding as at 30 June 2014:

	Number of options		Exercise price		Remaining life (years)
Options		75,000		0.15		8.34

Summary of stock option activities

The following is a summary of stock option activity during the six month period ended 30 June 2014:

	Number of stock options		Weighted average exercise price $
Outstanding and exercisable at 1 January 2014	75,000			0.15
Granted	-			-
Exercised	-			-
Expired	-			-
Outstanding and exercisable at 30 June 2014	75,000			0.15
Weighted average fair value of options granted during the period		-		-
Weighted average fair value of options granted during the period		-		0.00

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2. Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Significant Accounting Policies Policies

Principles of consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006 and the results of Beardmore Holdings, Inc. (“Beardmore”), a company incorporated under the laws of Panama, to the date of disposal on 21 September 2011. All inter-company balances and transactions have been eliminated in these condensed consolidated financial statements.

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 30 June 2014 and as at 31 December 2013, the Company had $491 and $0 in cash and cash equivalents.

Property and equipment

Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows:

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 condensed consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the 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 June 30, 2014 and June 30, 2013, the Company had 127,718,741 and 95,707,680 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 $0 and $0 for the three months ended June 30, 2014 and 2013, respectively.

Asset retirement obligations

The Company has adopted ASC 410, “Assets Retirement and Environmental Obligations”, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at 30 June 2014 and 31 December 2013, the Company did not have any asset retirement obligations.

Convertible debt

The Company has adopted ASC 470-20, “Debt with Conversion and Other Options” and applies this guidance retrospectively to all periods presented upon those fiscal years. The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes.

As of January 1, 2013, it was determined that the conversion features in the convertible debt were derivative liabilities. Accordingly, we have separately measured and accounted for these derivative liabilities, in accordance with ASC 815-15.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915):  Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of June 30, 2014.

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

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10. Other receivable

6 Months Ended

Jun. 30, 2014

Other Receivable

Other receivable

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

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8. Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Commitments and Contingencies

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

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9. Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

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 June 30, 2014, 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	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Derivative liabilities	$	394,157	$	-	$	394,157	$	-

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2013, 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	June 30, 2013		(Level 1)		(Level 2)		(Level 3)
Derivative liabilities	$	671,998	$	-	$	671,998	$	-

As of 30 June 2014 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 $963,353 at 31 December 2013, and $828,101 at 30 June 2014, 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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11. Restatement

6 Months Ended

Jun. 30, 2014

Restatement

Restatement

The Company has identified that its 30 June 2013 statements of operations (three and six months ended) and cash flows (six months ended) needed to be restated due to its requirement to record and record and remeasure derivative liabilities associated with its convertible debt. See the restatement adjustments below.

For the three months ended 30 June 2013

Statement of Operations

	As originally reported		Adjustments		Restated
Interest expense	$	35,465	$	57,593	$	93,058
Loss on derivative liabilities	$	0	$	248,869	$	248,869
Net loss	$	135,721	$	269,812	$	405,533
Net loss per share	$	.00	$	1.17	$	1,17

For the six months ended 30 June 2013

Statement of Operations

	As originally reported		Adjustments		Restated
Interest expense	$	57,694	$	118,400	$	173,094
Loss on derivative liabilities	$	0	$	66,533	$	66,533
Net loss	$	176,878	$	181,933	$	358,811
Net loss per share	$	.00	$	1.30	$	1.30

Statement of Cash Flows

	As originally reported		Adjustments		Restated
Net loss	$	176,878	$	181,933	$	358,811
Debt discount amortization and origination interest	$	881	$	166,774		167,655
Loss on derivative liabilities	$	0	$	66,533		66,533
Net cash used in operating activities	$	55,837	$	13		55,850

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5. Convertible Promissory Notes (Details Narrative) (USD $)	3 Months Ended	6 Months Ended				6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2014 Asher Note #6 [Member]	Jun. 30, 2013 Asher Note #6 [Member]	Dec. 31, 2013 Asher Note #6 [Member]	Jun. 30, 2014 Asher Note #7 [Member]	Jun. 30, 2013 Asher Note #7 [Member]	Jun. 30, 2014 Asher Note #8 [Member]	Jun. 30, 2013 Asher Note #8 [Member]	Jun. 30, 2014 Asher Note #9 [Member]	Jun. 30, 2013 Asher Note #9 [Member]	Jun. 30, 2014 Asher Note#10 [Member]	Jun. 30, 2013 Asher Note#10 [Member]	Jun. 30, 2014 Sergio#1 [Member]	Jun. 30, 2013 Sergio#1 [Member]	Jun. 30, 2014 KBM #1 [Member]	Jun. 30, 2013 KBM #1 [Member]
Gain/(Loss) on derivative liabilities	$ 245,851	$ 529,306	$ 30,933	$ 67,164		$ 57,488	$ 0	$ 98,564	$ 0	$ 99,396	$ 0	$ 6,638	$ 0	$ 124,535	$ 0	$ 97,418	$ 0
Interest expense	428,008	468,627	23,645	72,949		14,047	0	11,515	0	11,321	0	22,617	0	184,829	0	183,317	0
Amortization of debt discount			3,637	7,274		6,192	0	10,860	0	10,666	0	6,522	0	11,496	0	10,647	0
Common share issued			8,026,412		0
Conversion value of share issued			42,435		42,435
Origination interest		$ 454,874										$ 15,731	$ 0	$ 172,643	$ 0	$ 182,669	$ 0

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4. Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2014

Property And Equipment Tables

Furniture, computer and office equipment

	Cost $		Accumulated Depreciation $		Net Book Value $
As of June 30, 2014 :
Furniture, computer and office equipment		47,433		44,201		3,232
As of December 31, 2013 :
Furniture, computer and office equipment		47,433		43,320		4,113

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12. Notes Payable (Tables)

6 Months Ended

Jun. 30, 2014

Notes Payable Tables

Notes Payable

As of 30 June 2014, the following notes payable were outstanding:

Note Issuance Date	Note Maturity Date	Interest Rate			$
June 30, 2013	June 29, 2015		5.0	%		90,000
August 20, 2013	August 19, 2015		5.0	%		43,000
September 30, 2013	September 29, 2015		5.0	%		68,100
December 30, 2013	December 30, 2015		5.0	%		40,000
May 15, 2014	August 13, 2014		10.0	%		23,000
May 2, 2014	July 31, 2014		10.0	%		23,550
June 17, 2014	September 15, 2014		10.0	%		6,000
Total Notes Payable						293,650
Less : Current portion of long term debt						(90,000	)
Less: Short term debt						(52,550	)
Total : Long Term Portion						151,100

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11. Restatement (Details) (USD $)	3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2013 Adjustments [Member]	Jun. 30, 2013 Adjustments [Member]	Jun. 30, 2013 Restated [Member]	Jun. 30, 2013 Restated [Member]	Jun. 30, 2013 As originally reported [Member]	Jun. 30, 2013 As originally reported [Member]
Statement of Operations
Interest expense	$ 428,008	$ 468,627		$ 57,593	$ 118,400	$ 93,058	$ 173,094	$ 35,465	$ 57,694
Loss on derivative liabilities				248,869	66,533	248,869	66,533	0	0
Net loss				269,812	181,933	405,533	358,811	135,721	176,878
Net loss per share				$ 1.17	$ 1.30	$ 117	$ 1.30	$ 0.00	$ 0.00
Statement of Cash Flows
Net loss		(897,812)	(358,811)		181,933		358,811		176,878
Debt discount amortization and origination interest		454,874			166,774		167,655		881
Loss on derivative liabilities				248,869	66,533	248,869	66,533	0	0
Net cash used in operating activities					$ 13		$ 55,850		$ 55,837

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Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013 Restated [Member]
Cash Flows Used in Operating Activities:
Net Income (Loss)	$ (897,812)	$ (358,811)
Adjustments to reconcile net loss with net cash used in operating activities:
Amortization	881	881
Debt discount amortization and origination interest	454,874	167,655
Gain on extinguishment of debt	(17,253)	(45,357)
Gain/(Loss) on derivative liabilities	(529,306)	66,533
Stock issued for services	804,501
Write-down of mineral property interests		36,650
Changes in operating assets and liabilities
Other Receivable & Prepaid Expenses	16,000	27,500
Increase (decrease) in accounts payable - related parties	16,282
Increase (decrease) in accounts payable and accrued liabilities	14,274	49,099
Net Cash used in Operating Activities	(137,559)	(55,850)
Net Cash Used In Investing Activities
Mineral property acquisition		(4,150)
Net Cash Provided by (Used In) Investing Activities		(4,150)
Cash Flows From Financing Activities:
Proceeds from notes payable	138,050	60,000
Cost of repurchase of common stock
Warrants exercised
Issuance of common stock, net of share issue costs
Net Cash Provided by Financing Activities	138,050	60,000
Net Increase (Decrease) in Cash	491
Cash at Beginning of Period	0
Cash at End of Period	491
Supplemental disclosure of cash flow information:
Common shares issued upon conversion of promissory notes	42,433	169,499
Common shares issued for settlement of accounts payable	43,432
Preferred shares issued for settlement of accounts payable	$ 28,000	$ 104,650

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5. Convertible Promissory Notes

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

Convertible Promissory Notes

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 six month periods ended 30 June 2014 and 2013, the Company recorded a related gain on derivative liability of $30,933 and $67,164, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $23,645 and $72,949, respectively, of which $3,637 and $7,274, respectively, related to the amortization of debt discount. Additionally, as the Company went into default on this note agreement, they were required to record a default penalty of $16,899 on 31 January 2014. This amount increased interest expense and the principal amount due on the convertible note.

During the six month periods ended 30 June 2014 and 2013, the Company issued 8,026,412 and 0 common shares, respectively, for the conversion of $42,435 in debt related to Asher #6.

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 $25,224 and a loss on derivative liability of $87,273. The Company also recorded a debt discount of $12,995 (to be amortized over the term of the debt). During the six month periods ended 30 June 2014 and 2013, the Company recorded a related gain on derivative liability of $57,488 and $0, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $14,047 and $0, respectively, of which $6,192 and $0, respectively, related to the amortization of debt discount. Additionally, as the Company went into default on this note agreement, they were required to record a default penalty of $6,892 on 12 May 2014. This amount increased interest expense and the principal amount due on the convertible note.

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 of $16,500 (to be amortized over the term of the debt). During the six month periods ended 30 June 2014 and 2013, the Company recorded a related gain on derivative liability of $98,564 and $0, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $11,515 and $0, respectively, of which $10,860 and $0, respectively, related to the amortization of debt discount.

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 30 September 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 of $16,500 (to be amortized over the term of the debt).  During the six month periods ended 30 June 2014 and 2013, the Company recorded a related gain on derivative liability of $99,396 and $0, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $11,321 and $0, respectively, of which $10,666 and $0, respectively, related to the amortization of debt discount.

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 upon maturity on 3 December 2014 (the “Asher Note #10”). Any amount of principal or interest amount not paid on 30 September 2014 (the “Default Amount #10”) shall bear interest of 22% per annum commencing on 3 December 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 #10 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 #10 may be waived by Asher upon 61 days’ prior notice. The Company has a right of prepayment of the Asher Note #10 anytime from the date of the Asher Note #10 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 #10 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 $29,224. The Company also recorded a debt discount of $13,500 (to be amortized over the term of the debt). During the six month periods ended 30 June 2014 and 2013, the Company recorded a related loss on derivative liability of $6,638 and $0, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $22,617 and $0, respectively, of which $15,731 and $0, respectively, related to origination interest, and $6,522 and $0, respectively, related to the amortization of debt discount.

On 1 April 2014, the Company issued a convertible note to a private party (“Sergio #1) in the amount of $35,000, 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 December 2014 (the “Sergio Note #1”). Any amount of principal or interest amount not paid on 31 December 2014 (the “Default Amount #10”) shall bear interest of 22% per annum commencing on 31 December 2014, to the date the amount is paid.

Sergio 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 February 2015 at a conversion price equal to 50% 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 Sergio Note #1 contains a provision limiting the number of shares of common stock into which the Sergio Note #1 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the Sergio #1 may be waived by Sergio upon 61 days’ prior notice. The Company has a right of prepayment of the Sergio Note #1 anytime from the date of the Sergio Note #1 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the Sergio Note #1 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 .07% to .09%; Dividend rate of 0%; and, historical volatility rates ranging from 502.92% to 993.98%. Based on this calculation, the Company recorded a derivative liability of $207,643. The Company also recorded a debt discount of $35,000 (to be amortized over the term of the debt). During the six month periods ended 30 June 2014 and 2013, the Company recorded a related gain on derivative liability of $124,535 and $0, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $184,829 and $0, respectively, of which $172,643 and $0, respectively, related to origination interest and $11,496 and $0, respectively, related to the amortization of debt discount.

On 11 April 2014, the Company issued a convertible note to KBM in the amount of $37,000, 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 14 January 2015 (the “KBM #1”). Any amount of principal or interest amount not paid on 14 January 2015 shall bear interest of 22% per annum commencing on 15 January 2015, to the date the amount is paid.

KBM 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 14 January 2015 or the date the default interest 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 KBM #1 contains a provision limiting the number of shares of common stock into which the KBM #1 is convertible to 4.99% of the outstanding shares of the Company’s common stock. However, the provision in the KBM #1 may be waived by KBM upon 61 days’ prior notice. The Company has a right of prepayment of the KBM #1 anytime from the date of the KBM #1 until 180 days thereafter, subject to a prepayment penalty in the amount of 140% to 150% of the outstanding principal and interest of the KBM #1 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 .07% to .09%; Dividend rate of 0%; and, historical volatility rates ranging from 505.40% to 987.93%. Based on this calculation, the Company recorded a derivative liability of $219,669. The Company also recorded a debt discount of $37,000 (to be amortized over the term of the debt). During the six month periods ended 30 June 2014 and 2013, the Company recorded a related gain on derivative liability of $97,418 and $0, respectively.

During the six month periods ended 30 June 2014 and 2013, the Company recorded interest expense of $183,317 and $0, respectively, of which $182,669 and $0, respectively, related to origination interest and $10,647 and $0, respectively, related to the amortization of debt discount.

The following is the summary of convertible promissory notes that are issued and outstanding as at 30 June 2014 and as at 31 December 2013:

Principal	2014			2013
Asher Note #6		6,964			32,500
Asher Note #7		19,887			12,995
Asher  Note #8		16,500			16,500
Asher  Note #9		16,500			-
Asher Note#10		13,500			-
Sergio #1		35,000
Asher Note #11		37,000
Total		145,351			61,995
Unamortized Discount		(64,150	)		(38,697	)
Convertible notes payable, net		81,201			39,978

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1. Nature, Basis of Presentation (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Nature Basis Of Presentation Details Narrative
Net loss	$ (897,812)	$ (358,811)
Working capital deficit	$ 828,101		$ 963,353

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7. Stockholders' Deficit (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Stockholders Deficit Details Narrative
Common Stock Par Value	$ 0.0001		$ 0.0001
Common Stock Shares Authorized	4,000,000,000		4,000,000,000
Common Stock Shares Issued	30,799,024		1,168,029
Common Stock Shares Outstanding	30,799,024		1,168,029
Series A convertible preferred stock par Value	$ 0.001		$ 0.001
Series A convertible preferred stock Shares Authorized	50,000,000		50,000,000
Series B convertible preferred stock par Value	$ 0.001		$ 0.001
Series B convertible preferred stock Shares Authorized	33,181,818		33,181,818
Issuances of common stock upon conversion ofdebt, Shares	8,026,412	215,841
Issuances of common stock upon conversion of Series A Preferred stock, Shares	1,000,000
Issuances of common stock upon conversion of stock for services, Shares	20,000,000
Issuances of common stock upon conversion of stock for services, Valued	$ 800,000
Issuances of common stock upon conversion for exploration expense, Shares	156,250
Issuances of common stock upon conversion for exploration expense, Valued	4,500
Issuances of common stock upon conversion to settle accounts payable, Shares	458,333
Issuances of common stock upon conversion to settle accounts payable, Valued	43,433
Related forgiveness of debt income			50,730
Number of Preferred A shares converted	500,000
Shares converted in common shares	1,000,000
Aggregate intrinsic value of options outstanding and exercisable	$ 0

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2. Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Significant Accounting Policies Tables

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

Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives of three to five years at rates as follows:

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