UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended December 31, 2018
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
Commission File number: 000-55088
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OROPLATA RESOURCES, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 33-1227980 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
930 Tahoe Blvd. Suite 802-16, Incline Village, NV 89451 |
(Address of principal executive offices) |
(775) 434-7333 |
(Registrant's telephone number) |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted 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 such files). Yes [X] 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 definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and “emerging growth company” Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] (Do not check if a small reporting company) | Smaller reporting company | [X] |
Emerging growth company | [X] |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
The number of shares of the Registrant’s common stock, par value $0.001 per share, outstanding as of February 8, 2019 were 116,738,259.
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EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q ("Form 10-Q") for the period ended December 31, 2018, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment #1 to the Form 10-Q speaks 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 disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
(a) (3) Exhibits
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
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Exhibit | Description | Filed Herein | Date | Form | Exhibit |
Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | x |
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Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | x |
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101 | INS XBRL Instant Document. | x |
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101 | SCH XBRL Taxonomy Extension Schema Document | x |
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101 | CAL XBRL Taxonomy Extension Calculation Linkbase Document | x |
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101 | LAB XRBL Taxonomy Label Linkbase Document | x |
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101 | PRE XBRL Taxonomy Extension Presentation Linkbase Document | x |
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101 | DEF XBRL Taxonomy Extension Definition Linkbase Document | x |
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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.
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| OROPLATA RESOURCES, INC. (Registrant) |
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Date: February 15, 2019 | By: | /s/ Douglas D Cole |
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| Douglas D Cole |
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| Chief Executive Officer, Chief Financial Officer |
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EXHIBIT 31.1
The certification required by Rule 13a-14a (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240. 15d-14(a))
I, Douglas D. Cole, certify that:
1.I have reviewed this Form 10-Q/A of Oroplata Resources, Inc. (the "Registrant");
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date: February 15, 2019 | By: | /s/ Douglas D Cole |
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| Douglas D Cole |
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| Chief Executive Officer, Chief Financial Officer Chairman |
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EXHIBIT 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report (the "Report") on Form 10-Q/A of Oroplata Resources, Inc. (the "Company") for the period ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof, I, Douglas D Cole, Chief Executive Officer, Principal Financial Officer and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
1. The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 15, 2019 | By: | /s/ Douglas D Cole |
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| Douglas D Cole |
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| Chief Executive Officer, Chief Financial Officer Chairman |
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Document and Entity Information - $ / shares |
3 Months Ended | |
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Feb. 08, 2019 |
Dec. 31, 2018 |
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| Details | ||
| Registrant Name | Oroplata Resources, Inc. | |
| Registrant CIK | 0001576873 | |
| SEC Form | 10-Q | |
| Period End date | Dec. 31, 2018 | |
| Fiscal Year End | --09-30 | |
| Trading Symbol | ORRP | |
| Tax Identification Number (TIN) | 331227980 | |
| Number of common stock shares outstanding | 116,738,259 | |
| Filer Category | Non-accelerated Filer | |
| Current with reporting | Yes | |
| Small Business | true | |
| Emerging Growth Company | true | |
| Ex Transition Period | true | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2019 | |
| Document Fiscal Period Focus | Q1 | |
| Contained File Information, File Number | 000-55088 | |
| Entity Incorporation, State Country Name | Nevada | |
| Entity Address, Address Line One | 930 Tahoe Blvd. Suite 802-16 | |
| Entity Address, City or Town | Incline Village | |
| Entity Address, State or Province | NV | |
| Entity Address, Postal Zip Code | 89451 | |
| City Area Code | 775 | |
| Local Phone Number | 434-7333 | |
| Entity Listing, Par Value Per Share | $ 0.001 |
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) |
Dec. 31, 2018 |
Sep. 30, 2018 |
|---|---|---|
| Current assets | ||
| Cash | $ 52,717 | $ 122,769 |
| Prepaid expenses | 81,000 | 186,000 |
| Total current assets | 133,717 | 308,769 |
| Investment in joint venture | 35,250 | 0 |
| Total assets | 168,967 | 308,769 |
| Current liabilities | ||
| Accounts payable and accrued liabilities | 494,464 | 509,779 |
| Due to related parties | 633,087 | 582,877 |
| Derivative Liability, Current | 2,136,970 | 800,973 |
| Convertible Notes payable, net of unamortized discount | 509,682 | 847,652 |
| Total current liabilities | 3,774,203 | 2,741,281 |
| STOCKHOLDERS' DEFICIT | ||
| Common Stock, Value, Issued | 102,535 | 93,331 |
| Additional paid-in capital | 36,127,369 | 34,739,491 |
| Deficit | (39,835,140) | (37,265,334) |
| Total stockholders' deficit | (3,605,236) | (2,432,512) |
| Total liabilities and stockholders' equity (deficit) | $ 168,967 | $ 308,769 |
Condensed Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($) |
Dec. 31, 2018 |
Sep. 30, 2018 |
|---|---|---|
| Details | ||
| Debt Instrument, Unamortized Discount, Current | $ 933,289 | $ 533,170 |
| Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares, Issued | 102,535,109 | 93,331,449 |
| Common Stock, Shares, Outstanding | 102,535,109 | 93,331,449 |
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
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| Details | ||
| Revenues | $ 0 | $ 0 |
| Expenses | ||
| Exploration costs | 19,620 | 3,130 |
| General and administrative | 1,142,596 | 2,490,698 |
| Net loss before other expenses | (1,162,216) | (2,493,828) |
| Other expense | ||
| Change in fair value of derivative liability | (708,155) | 0 |
| Interest expense | (277,690) | (24,149) |
| Loss on settlement of debt | (421,745) | 0 |
| Total other expense | (1,407,590) | (24,149) |
| Net loss | $ (2,569,806) | $ (2,517,977) |
| Net loss per share, basic and diluted | $ (0.03) | $ (0.04) |
| Weighted average shares outstanding | 92,475,310 | 58,972,240 |
1. Organization and Nature of Operations |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 1. Organization and Nature of Operations | 1. Organization and Nature of Operations
The accompanying unaudited consolidated financial statements of Oroplata Resources, Inc. and its subsidiary (“Oroplata” or the “Company”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended September 30, 2018, included in our Annual Report on Form 10-K for the year ended September 30, 2018.
The Company was incorporated under the laws of the state of Nevada on October 6, 2011 for the purpose of acquiring and developing mineral properties. The Company has a wholly-owned subsidiary called Oroplata Exploraciones E Ingenieria SRL, which was incorporated in the Dominican Republic on January 10, 2012. On July 26, 2016, the Company incorporated Lithortech Resources Inc., a Nevada company, as a wholly-owned subsidiary. On June 29, 2018, Lithortech Resources Inc. changed its name to LithiumOre Corp. The Company currently holds mineral rights in the Dominican Republic and in the Western Nevada Basin of Nye County in the state of Nevada.
Going Concern
These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2018, the Company has not earned revenue, has a working capital deficit of $3,640,486, and an accumulated deficit of $39,835,140. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. If the Company is able to obtain financing, there is no certainty that terms will be favorable to the Company. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
2. Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is September 30.
(b) Principles of Consolidation
These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oroplata Exploraciones E Ingenieria SRL and Lithortech Resources Inc. All inter-company accounts and transactions have been eliminated on consolidation. |
3. Convertible Notes Payable |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 3. Convertible Notes Payable | 3. Convertible Notes Payable
(a) On February 16, 2017, the Company entered into a loan agreement with a non-related party for proceeds up to $250,000. On February 16, 2017, the Company received proceeds of $32,428, net of issuance fees of $2,948. On February 24, 2017, the Company received proceeds of $77,000, net of issuance fees of $7,000. On April 17, 2017, the Company received proceeds of $13,750, net of issuance fees of $1,250. On April 26, 2017, the Company received proceeds of $88,000, net of issuance fees of $8,000. On June 13, 2017, the Company received proceeds of $38,822 net of issuance fees of $3,882. The aggregate principal amount owed of $250,000 is secured, bears interest at 10%, is due one year after the date of funding for each tranche, and is convertible into common shares of the Company at $0.10 per share. In September 2017, the conversion price was amended to $0.115 per share. On December 11, 2017, the due date for all tranches was extended to December 11, 2018. On May 23, 2018, the Company issued 817,391 common shares for the conversion of $94,000 of note payable and $nil of interest payable. On November 6, 2018, the Company issued 443,478 common shares for the conversion of $38,822 of note payable. As at December 31, 2018, the carrying value of the note payable is $nil (September 30, 2018 - $38,822), and accrued interest of $29,999 (September 30, 2018 - $29,999) has been recorded in accounts payable and accrued liabilities.
(b) On July 25, 2017, the Company entered into a loan agreement with a non-related party for proceeds up to $550,000. On July 25, 2017 the Company received proceeds of $44,000, net of issuance fees of $4,000. On August 17, 2017, the Company received proceeds of $110,000, net of issuance fees of $10,000. The aggregate principal amount owed of $154,000 is secured, bears interest at 10%, is due one year after the date of funding for each tranche, and is convertible into common shares of the Company at $0.115 per share. On October 23, 2017, the Company received proceeds of $82,500, net of issuance costs of $7,500. On December 1, 2017, the Company received proceeds of $55,000, net of issuance costs of $5,000. On December 11, 2017, the due date was extended to December 11, 2018. On December 15, 2017, the Company received proceeds of $55,000, net of issuance costs of $5,000. On February 9, 2018, the Company received proceeds of $56,100, net of issuance costs of $5,100. On November 20, 2018, the Company issued 420,870 common shares for the conversion of $44,000 of note payable and $4,400 of accrued interest. On December 13, 2018, the Company issued 448,696 common shares for the conversion of $51,600 of note payable. On December 21, 2018, the Company issued 420,870 common shares for the conversion of $48,400 of notes payable. As at December 31, 2018, the carrying value of the note payable is $258,600 (September 30, 2018 - $397,825), the unamortized discount on the note is $nil (September 30, 2018 - $4,775), and accrued interest of $24,954 (September 30, 2018 - $28,060) has been recorded in accounts payable and accrued liabilities.
(c) On April 3, 2018, the Company entered into a loan agreement with a non-related party for $85,800, net of an original issue discount of $7,800. The amount owing is unsecured, bears interest at 12% per annum, is due on January 15, 2019, and is convertible into common shares at $0.15 per share until October 3, 2018 (180 days following the issuance date of the loan) when the conversion price is equal to 75% of the lowest closing bid price during the fifteen trading days prior to conversion. Upon the due date on January 15, 2019, if the loan remains unpaid, the interest will increase to 22% per annum. During the three months ended December 31, 2018, the Company issued 1,105,708 common shares for the conversion of $85,800 of note payable and $4,680 of accrued interest. As at December 31, 2018, the carrying value of the note payable is $nil (September 30, 2018 - $82,892), the unamortized discount on the note is $nil (September 30, 2018 - $2,908), and accrued interest of $nil (September 30, 2017 - $5,106) has been recorded in accounts payable and accrued liabilities.
(d) On April 9, 2018, the Company entered into a loan agreement with a non-related party for $150,000, net of an original issue discount of $2,500, of which $75,000 is a front-end note and $75,000 is a back-end note. The amounts owing are unsecured, bear interest at 10% per annum, are due on April 8, 2019, and are convertible into common shares at 66% of the lowest trading price for the twenty trading days prior to conversion. During the period ended December 31, 2018, the Company issued 2,044,753 common shares for the conversion of $150,000 of notes payable and $6,562 of accrued interest. As at December 31, 2018, the carrying value of the note payable is $nil (September 30, 2018 - $13,524), the unamortized discount on the note is $nil (September 30, 2018 - $136,476), accrued interest of $nil (September 30, 2018 - $7,125) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $nil (September 30, 2018 - $170,764).
(e) On April 20, 2018, the Company entered into a loan agreement with a non-related party for $58,800, net of an original issue discount of $5,800. The amount owing is unsecured, bears interest at 12% per annum, is due on January 30, 2019, and is convertible into common shares at $0.15 per share until October 20, 2018 (180 days following the issuance date of the loan) when the conversion price is equal to 75% of the lowest trading price during the fifteen trading days prior to conversion. Upon the due date on January 30, 2019, if the loan remains unpaid, the interest will increase to 22% per annum. On October 25, 2018, the Company issued 869,285 common shares for the conversion of $58,800 of note payable and $3,180 of accrued interest. As at December 31, 2018, the carrying value of the note payable is $nil (September 30, 2018 - $56,317), the unamortized discount on the note is $nil (September 30, 2018 - $2,483), and accrued interest of $nil (September 30, 2018 - $3,170) has been recorded in accounts payable and accrued liabilities.
(f) On May 25, 2018, the Company entered into a loan agreement with a non-related party for $150,000, net of an original issue discount of $2,500, of which $75,000 is a front-end note and $75,000 is a back-end note. The amounts owing are unsecured, bears interest at 10% per annum, and are due on May 25, 2019, and are convertible into common shares at 66% of the lowest trading price for the twenty trading days prior to conversion. As at December 31, 2018, the carrying value of the note payable is $137,000 (September 30, 2018 - $129,177), the unamortized discount on the note is $13,000 (September 30, 2018 - $20,823), accrued interest of $9,082 (September 30, 2018 - $5,301) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $299,748 (September 30, 2018 - $168,191).
(g) On June 11, 2018, the Company entered into a loan agreement with a non-related party for $60,500 net of an original issue discount of $5,500. The amount owing is unsecured, bears interest at 12% per annum, is due on March 30, 2019, and is convertible into common shares at $0.15 per share until November 11, 2018 (180 days following the issuance date of the loan) when the conversion price is equal to 75% of the lowest trading price during the fifteen trading days prior to conversion. Upon the due date on March 30, 2019, if the loan remains unpaid, the interest will increase to 22% per annum. On December 7, 2018, the Company repaid $60,500 of note payable and $3,600 of accrued interest. As at December 31, 2018, the carrying value of the note payable is $nil (September 30, 2018 - $54,591), the unamortized discount on the note is $nil (September 30, 2018 - $5,909), and accrued interest of $nil (September 30, 2018 - $2,228) has been recorded in accounts payable and accrued liabilities.
(h) On June 18, 2018, the Company entered into a loan agreement with a non-related party for proceeds up to $165,000. On June 26, 2018, the Company received proceeds of $55,000, net of an original issue discount of $5,500. The amount owing is unsecured, bears interest at 10% per annum, is due on June 18, 2019, and is convertible into common shares at 65% of the lowest trading price for the twenty trading days prior to conversion. Upon the due date on June 18, 2019, if the loan remains unpaid, the interest will increase to 15% per annum. On December 12, 2018, the Company repaid $55,000 of note payable and $2,658 of accrued interest. As at December 31, 2018, the carrying value of the note payable is $nil (September 30, 2018 - $1,900), the unamortized discount on the note is $nil (September 30, 2018 - $53,100), accrued interest of $nil (September 30, 2018 - $1,567) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $nil (September 30, 2018 - $92,012).
(i) On June 29, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $82,500, net of an original issue discount of $7,500. On July 17, 2018, the Company received the proceeds of the loan. The amount owing is unsecured, bears interest at 12% per annum, is due on March 29, 2019, and is convertible into common shares at the lesser of (i) $0.15 per common share, (ii) 75% of the lowest trading price for the fifteen trading days prior to the date of the note, or (iii) 75% of the lowest trading price for the fifteen trading days prior to conversion. Upon the due date on March 29, 2019, if the loan remains unpaid, the interest will increase to 24% per annum. As at December 31, 2018, the carrying value of the note payable is $38,088 (September 30, 2018 - $16,550), the unamortized discount on the note is $44,412 (2017 - $65,950), accrued interest of $3,402 (September 30, 2018 - $2,495) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $106,150 (September 30 2018 - $87,288).
(j) On June 29, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $27,500. On July 17, 2018, the Company received proceeds of $25,000, net of an original issue discount of $2,500. The amount owing is unsecured, bears interest at 12% per annum, is due on March 29, 2019, and is convertible into common shares at the lesser of (i) $0.15 per common share, (ii) 75% of the lowest trading price for the fifteen trading days prior to the date of the note, or (iii) 75% of the lowest trading price for the fifteen trading days prior to conversion. Upon the due date on March 29, 2019, if the loan remains unpaid, the interest will increase to 24% per annum. As at December 31, 2018, the carrying value of the note payable is $4,741 (September 30, 2018 - $669), the unamortized discount on the note is $22,759 (2017 - $26,831), accrued interest of $1,503 (September 30, 2018 - $835) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $35,395 (September 30, 2018 - $29,335).
(k) On June 29, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $27,500. On August 31, 2018, the Company received proceeds of $25,000, net of an original issue discount of $2,500. The amount owing is unsecured, bears interest at 10% per annum, is due on June 18, 2019, and is convertible into common shares at 65% of the lowest trading price for the twenty trading days prior to conversion. Upon the due date on June 18, 2019, if the loan remains unpaid, the interest will increase to 15% per annum. As at December 31, 2018, the carrying value of the note payable is $1,874 (September 30, 2018 - $306), the unamortized discount on the note is 25,626 (September 30, 2018 - $27,194), accrued interest of $1,001 (September 30, 2018 - $306) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $57,005 (September 30, 2018 - $51,080).
(l) On July 10, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $58,800. On July 12, 2018, the Company received proceeds of $50,000, net of an original issue discount of $5,800. The amount owing is unsecured, bears interest at 12% per annum, is due on April 30, 2019, and is convertible into common shares at $0.15 per common share until January 10, 2019 when the conversion price is equal to 75% of the lowest trading price for the fifteen trading days prior to conversion. Upon the due date on April 30, 2019, if the loan remains unpaid, the interest will increase to 22% per annum. As at December 31, 2018, the carrying value of the note payable is $56,433 (September 30, 2018 - $54,618), the unamortized discount on the note is $2,367 (September 30, 2018 - $4,182), accrued interest of $3,402 (September 30, 2018 - $1,604) has been recorded in accounts payable and accrued liabilities.
(m) On September 10, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $53,000. On July 12, 2018, the Company received proceeds of $47,200, net of an original issue discount of $5,800. The amount owing is unsecured, bears interest at 12% per annum, is due on June 30, 2019, and is convertible into common shares at the lesser of (i) $0.15 per common share, (ii) 61% of the lowest trading price for the fifteen trading days prior to the date of the note, or (iii) 61% of the lowest trading price for the fifteen trading days prior to conversion. Upon the due date on June 30, 2019, if the loan remains unpaid, the interest will increase to 22% per annum. As at December 31, 2018, the carrying value of the note payable is $2,997 (September 30, 2018 - $353), the unamortized discount on the note is $50,003 (September 30, 2018 - $52,647), accrued interest of $1,961 (September 30, 2018 - $353) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $90,967 (September 30, 2018 - $52,223).
(n) On September 27, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $130,000. The amount owing is unsecured, bears interest at 12% per annum, is due on September 27, 2019, and is convertible into common shares at the lesser of (i) $0.15 per common share, (ii) 60% of the lowest trading price for the fifteen trading days prior to the date of the note, or (iii) 60% of the lowest trading price for the fifteen trading days prior to conversion. Upon the due date on September 27, 2019, if the loan remains unpaid, the interest will increase to 22% per annum. As at December 31, 2018, the carrying value of the note payable is $3,607 (September 30, 2018 - $108), the unamortized discount on the note is $126,393 (September 30, 2018 - $129,892), accrued interest of $3,394 (September 30, 2018 - $108) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $245,841 (September 30, 2018 - $150,080).
(o) On October 16, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $43,000. The amount owing is unsecured, bears interest at 12% per annum, is due on July 30, 2019, and is convertible into common shares at 61% of the lowest trading price of the Company’s common stock in the ten trading days prior to the date of the notice of conversion. As at December 31, 2018, the carrying value of the note payable is $1,971 (September 30, 2018 - $nil), the unamortized discount on the note is $41,029 (September 30, 2018 - $nil), accrued interest of $1,971 (September 30, 2018 - $nil) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $76,595 (September 30, 2018 - $nil).
(p) On October 22, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $27,500. The amount owing is unsecured, bears interest at 10% per annum, is due on June 18, 2019, and is convertible into common shares at 61% of the lower of the lowest trading price or closing price of the Company’s common stock in the twenty trading days prior to the date of the notice of conversion. If the conversion price is lower than $0.10 per share, an additional discount of 15% is added to the conversion price. As at December 31, 2018, the carrying value of the note payable is $527 (September 30, 2018 - $nil), the unamortized discount on the note is $26,973 (September 30, 2018 - $nil), accrued interest of $527 (September 30, 2018 - $nil) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $54,344 (September 30, 2018 - $nil).
(q) On December 6, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $55,000. The amount owing is unsecured, bears interest at 12% per annum, is due on September 30, 2019, and is convertible into common shares at 68% of the lowest trading price for the Company’s common stock in the twenty trading days prior to the date of the notice of conversion. As at December 31, 2018, the carrying value of the note payable is $458 (September 30, 2018 - $nil), the unamortized discount on the note is $54,113 (September 30, 2018 - $nil), accrued interest of $1,840 (September 30, 2018 - $nil) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $100,255 (September 30, 2018 - $nil).
(r) On December 6, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $265,000. The amount owing is unsecured, bears interest at 10% per annum, is due on December 6, 2019, and is convertible into common shares at 68% of the lowest trading price for the Company’s common stock in the twenty trading days prior to the date of the notice of conversion. As at December 31, 2018, the carrying value of the note payable is $1,840 (September 30, 2018 - $nil), the unamortized discount on the note is $263,160 (September 30, 2018 - $nil), accrued interest of $1,546 (September 30, 2018 - $nil) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $535,368 (September 30, 2018 - $nil).
(s) On December 10, 2018, the Company entered into a loan agreement with a non-related party for proceeds of $265,000. The amount owing is unsecured, bears interest at 10% per annum, is due on December 10, 2019, and is convertible into common shares at 68% of the lowest trading price for the Company’s common stock in the twenty trading days prior to the date of the notice of conversion. As at December 31, 2018, the carrying value of the note payable is $1,546 (September 30, 2018 - $nil), the unamortized discount on the note is $263,454 (September 30, 2018 - $nil), accrued interest of $458 (September 30, 2018 - $nil) has been recorded in accounts payable and accrued liabilities, and had a derivative liability of $535,302 (September 30, 2018 - $nil).
|
4. Related Party Transactions |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 4. Related Party Transactions | 4. Related Party Transactions
(a) As of December 31, 2018, the Company owes $120,146 (September 30, 2018 - $120,146) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations. The amounts owing are unsecured, non-interest bearing, and due on demand.
(b) As of December 31, 2018, the Company owes $85,500 (September 30, 2018 - $85,500) to the former Chief Executive Officer and Director of the Company for advances to the Company to fund day-to-day operations and accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand.
(c) As of December 31, 2018, the Company owes $368,350 (September 30, 2018 - $280,639) to the Chief Executive Officer of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand.
(d) As of December 31, 2018, the Company owes $59,091 (September 30, 2018 – $96,592) to directors of the Company for accrued management fees. The amounts owing are unsecured, non-interest bearing, and due on demand. |
5. Investment in Joint Venture |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 5. Investment in Joint Venture | 5. Investment in Joint Venture
On October 8, 2018, the Company entered into a joint venture agreement with CINC Industries Inc. (“CINC”), a Nevada company, for a period of five years whereby the joint venture will propagate the sale of a new process for extraction of lithium salt from salt brine solutions using CINC’s existing and future processing equipment. As part of the joint venture, each of CINC and the Company holds a 50% interest in the joint venture. CINC is responsible for completing testing on the pilot project, providing training to the Company for use of its processing equipment, manufacturing up to 20 test units, and support and product development, as well as shared costs on other personnel utilized in the joint venture company. The Company is responsible for the initial funding for all equipment and associated expenses, the cost of the lease space, and marketing and sales of the joint venture agreement. The joint venture is committed to acquiring a minimum amount of processing equipment, goods, accessories, and/or materials totaling: (i) $1,000,000 by October 8, 2020; (ii) $3,000,000 by October 8, 2021; (iii) $6,000,000 by October 8, 2022; and (v) $10,000,000 by October 8, 2023. In the event that the joint venture fails to meet the minimum amounts above, the Company will lose the exclusive right to market, promote and sell the processing equipment provided by CINC.
As part of the joint venture agreement, the Company issued 250,000 common shares to CINC. Refer to Note 7(b). |
6. Derivative Liabilities |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||
| Notes | ||||||||||||||||||||||||||||||||||||||||
| 6. Derivative Liabilities | 6. Derivative Liabilities
The Company records the fair value of the conversion price of the convertible debentures as disclosed in Note 4 in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivatives was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. For the three months ended December 31, 2018, the Company recorded a loss on the change in the fair value of derivative liability of $708,155 (2017 - $nil). As at December 31, 2018, the Company recorded a derivative liability of $2,136,970 (September 30, 2018 - $800,973).
The following inputs and assumptions were used to value the derivative liabilities outstanding during the periods ended December 31, 2018 and September 30, 2018:
A summary of the activity of the derivative liability is shown below:
|
7. Common Shares |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 7. Common Shares | 7. Common Shares
The Company’s authorized common stock consists of 500,000,000 shares of common stock, with par value of $0.001.
(a) On October 8, 2018, the Company issued 2,500,000 common shares with a fair value of $356,250 for services, including 1,000,000 common shares to the Chief Executive Officer of the Company and 1,000,000 shares to a director of the Company.
(b) On October 10, 2018, the Company issued 250,000 common shares with a fair value of $35,250 as part of the joint venture agreement with CINC.
(c) On October 11, 2018, the Company issued 193,986 common shares with a fair value of $22,308 for the conversion of $20,000 of notes payable resulting in a loss on settlement of debt of $2,308.
(d) On October 12, 2018, the Company issued 240,096 common shares with a fair value of $27,611 for the conversion of $20,000 of notes payable resulting in a loss on settlement of debt of $7,611.
(e) On October 15, 2018, the Company issued 216,086 common shares with a fair value of $21,047 for the conversion of $18,000 of notes payable resulting in a loss on settlement of debt of $3,047.
(f) On October 16, 2018, the Company issued 280,505 common shares with a fair value of $40,673 for the conversion of 20,000 of notes payable resulting in a loss on settlement of debt of $20,673.
(g) On October 17, 2018, the Company issued 175,035 common shares with a fair value of $25,800 for the conversion of $7,800 of notes payable and $4,680 of accrued interest resulting in a loss on settlement of debt of $13,320.
(h) On October 19, 2018, the Company issued 550,000 common shares with a fair value of $90,750 for consulting services.
(i) On October 23, 2018, the Company issued 150,000 common shares with a fair value of $42,000 for consulting services.
(j) On October 25, 2018, the Company issued 869,285 common shares with a fair value of $139,086 for the conversion of $58,800 of notes payable and $3,180 of accrued interest resulting in a loss on settlement of debt of $77,106.
(k) On October 26, 2018, the Company issued 414,785 common shares with a fair value of $66,366 for the conversion of $25,000 of notes payable and $1,281 of accrued interest resulting in a loss on settlement of debt of $40,085.
(l) On November 7, 2018, the Company issued 443,478 common shares with a fair value of $51,000 as part of a conversion of notes payable at $0.115 per share.
(m) On November 13, 2018, the Company issued 833,895 common shares with a fair value of $179,287 for the conversion of $50,000 of notes payable and accrued interest of $2,836 resulting in a loss on settlement of debt of $126,451.
(n) On November 19, 2018, the Company issued 796,073 common shares with a fair value of $151,254 for the conversion of $75,000 of notes payable and accrued interest of $2,445 resulting in a loss on settlement of debt of $73,809.
(o) On November 21, 2018, the Company issued 420,870 common shares with a fair value of $48,400 for the conversion of notes payable at $0.115 per share.
(p) On December 18, 2018, the Company issued 448,696 common shares with a fair value of $51,600 for the conversion of notes payable at $0.115 per share.
(q) On December 26, 2018, the Company issued 420,870 common shares with a fair value of $48,400 for the conversion of notes payable at $0.115 per share.
|
8. Share Purchase Warrants |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | |||||||||||||||||||||||||||||||||||||||||||||||||
| 8. Share Purchase Warrants | 8. Share Purchase Warrants
Additional information regarding share purchase warrants as of December 31, 2018, is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||
9. Subsequent Events |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Notes | |
| 9. Subsequent Events | 9. Subsequent Events
(a) On January 3, 2019, the Company issued a convertible note payable for $54,000. Under the terms of the note, the amount owing is unsecured, bears interest at 10% per annum, and is due on January 3, 2020. The note is also convertible into common shares of the Company at 66% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion.
(b) On January 4, 2019, the Company issued a convertible note payable for $55,000. Under the terms of the note, the amount owing is unsecured, bears interest at 12% per annum which increases to 22% per annum if the note is in default, and is due on October 30, 2019. The note is convertible into common shares of the Company at 61% of the lowest trading price of the Company’s common share for the ten trading days prior to the date of conversion.
(c) On January 8, 2019, the Company issued 708,006 common shares upon the conversion of $75,000 of convertible notes payable and $4,438 of accrued interest.
(d) On January 9, 2019, the Company issued a convertible note payable for $220,000. Under the terms of the note, the amount owing is unsecured, bears interest at 10% per annum, and is due on January 9, 2020. The note is also convertible into common shares of the Company at 66% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion.
(e) On January 9, 2019, the Company issued a convertible note payable for $220,000. Under the terms of the note, the amount owing is unsecured, bears interest at 10% per annum, and is due on January 9, 2020. The note is also convertible into common shares of the Company at 66% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion.
(f) On January 11, 2019, the Company issued 12,700,000 common shares for services, including 2,000,000 common shares the Chief Executive Officer of the Company, and 4,000,000 common shares to directors of the Company.
(g) On January 11, 2019, the Company issued 180,181 common shares upon the conversion of $15,000 of convertible notes payable.
(h) On January 14, 2019, the Company issued 180,180 common shares upon the conversion of $15,000 of convertible notes payable.
(i) On January 25, 2019, the Company issued a convertible note payable for $110,000. Under the terms of the note, the amount owing is unsecured, bears interest at 10% per annum which increases to 24% per annum if the note is in default, and is due on October 25, 2019. The note is also convertible into common shares of the Company at 68% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion.
(j) On January 25, 2019, the Company issued a convertible note payable for $82,000. Under the terms of the note, the amount owing is unsecured, bears interest at 10% per annum which increases to 24% per annum if the note is in default, and is due on October 25, 2019. The note is also convertible into common shares of the Company at 68% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion.
(k) On January 25, 2019, the Company acquired 113 acres of land in the county of Nye, Nevada for 100,000 common shares of the Company and $220,000, of which $170,000 is a loan from the seller which is secured against the property, bears interest at 6% per annum and is due by monthly payments of $3,992 commencing February 2019 to January 2023.
|
1. Organization and Nature of Operations: Going Concern (Policies) |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Policies | |
| Going Concern | Going Concern
These unaudited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2018, the Company has not earned revenue, has a working capital deficit of $3,640,486, and an accumulated deficit of $39,835,140. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. If the Company is able to obtain financing, there is no certainty that terms will be favorable to the Company. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
2. Summary of Significant Accounting Policies: Basis of Presentation (Policies) |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Policies | |
| Basis of Presentation | (a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is September 30. |
2. Summary of Significant Accounting Policies: Principles of Consolidation (Policies) |
3 Months Ended |
|---|---|
Dec. 31, 2018 | |
| Policies | |
| Principles of Consolidation | (b) Principles of Consolidation
These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oroplata Exploraciones E Ingenieria SRL and Lithortech Resources Inc. All inter-company accounts and transactions have been eliminated on consolidation. |
6. Derivative Liabilities: Schedule of inputs and assumptions used to value the derivative liabilities (Tables) |
3 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||
| Tables/Schedules | ||||||||||||||||
| Schedule of inputs and assumptions used to value the derivative liabilities |
|
6. Derivative Liabilities: Schedule of activity of the derivative liabilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | |||||||||||||||||||||||||
| Tables/Schedules | |||||||||||||||||||||||||
| Schedule of activity of the derivative liabilities | A summary of the activity of the derivative liability is shown below:
|
8. Share Purchase Warrants: Schedule of Warrant Activity (Tables) |
3 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||
| Tables/Schedules | ||||||||||||||||
| Schedule of Warrant Activity |
|
8. Share Purchase Warrants: Schedule of Additional information regarding share purchase warrants (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||
| Tables/Schedules | ||||||||||||||||||||||||||||||||||
| Schedule of Additional information regarding share purchase warrants |
|
|||||||||||||||||||||||||||||||||
1. Organization and Nature of Operations: Going Concern (Details) - USD ($) |
Dec. 31, 2018 |
Sep. 30, 2018 |
|---|---|---|
| Details | ||
| Working capital deficit | $ 3,640,486 | |
| Deficit | $ (39,835,140) | $ (37,265,334) |
4. Related Party Transactions (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Dec. 31, 2018 |
|
| Due to related parties | $ 582,877 | $ 633,087 |
| Transaction 1 | ||
| Due to related parties | 120,146 | $ 120,146 |
| Related Party Transaction, Description of Transaction | advances to the Company to fund day-to-day operations | |
| Transaction 2 | ||
| Due to related parties | $ 85,500 | $ 85,500 |
| Related Party Transaction, Description of Transaction | advances to the Company to fund day-to-day operations and accrued management fees | |
| Transaction 3 | ||
| Due to related parties | $ 280,639 | 368,350 |
| Related Party Transaction, Description of Transaction | accrued management fees | |
| Transaction 4 | ||
| Due to related parties | $ 96,592 | $ 59,091 |
| Related Party Transaction, Description of Transaction | accrued management fees |
6. Derivative Liabilities (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2018 |
|
| Details | |||
| Change in fair value of derivative liability | $ (708,155) | $ 0 | |
| Derivative Liability, Current | $ 2,136,970 | $ 800,973 | |
6. Derivative Liabilities: Schedule of inputs and assumptions used to value the derivative liabilities (Details) - Derivative liabilities |
3 Months Ended | 12 Months Ended |
|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
| Fair Value Assumptions, Expected Volatility Rate | 1.3300 | |
| Fair Value Assumptions, Risk Free Interest Rate | 0.0263 | 2.5900 |
| Expected life (in years) | 1 year | |
| Minimum | ||
| Fair Value Assumptions, Expected Volatility Rate | 0.7900 | |
| Expected life (in years) | 6 months | |
| Maximum | ||
| Fair Value Assumptions, Expected Volatility Rate | 1.8500 | |
| Expected life (in years) | 1 year |
6. Derivative Liabilities: Schedule of activity of the derivative liabilities (Details) |
24 Months Ended |
|---|---|
|
Dec. 31, 2018
USD ($)
| |
| Details | |
| Derivative Liabilities, starting balance | $ 800,973 |
| Derivative additions associated with convertible notes | 890,618 |
| Adjustment for conversion | (262,776) |
| Mark-to-market adjustments | 708,155 |
| Derivative Liabilities, ending balance | $ 2,136,970 |
9. Subsequent Events (Details) |
3 Months Ended |
|---|---|
|
Dec. 31, 2018
USD ($)
shares
| |
| Event 1 | |
| Subsequent Event, Date | Jan. 03, 2019 |
| Subsequent Event, Description | Company issued a convertible note payable |
| Debt Instrument, Description | convertible note |
| Debt Instrument, Face Amount | $ 54,000 |
| Debt Instrument, Collateral | unsecured |
| Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
| Debt Instrument, Maturity Date | Jan. 03, 2020 |
| Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common shares of the Company at 66% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion |
| Event 2 | |
| Subsequent Event, Date | Jan. 04, 2019 |
| Subsequent Event, Description | Company issued a convertible note payable |
| Debt Instrument, Description | convertible note |
| Debt Instrument, Face Amount | $ 55,000 |
| Debt Instrument, Collateral | unsecured |
| Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
| Debt Instrument, Maturity Date | Oct. 30, 2019 |
| Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common shares of the Company at 61% of the lowest trading price of the Company’s common share for the ten trading days prior to the date of conversion |
| Event 3 | |
| Subsequent Event, Date | Jan. 08, 2019 |
| Subsequent Event, Description | Company issued 708,006 common shares |
| Shares, Issued | shares | 708,006 |
| Event 4 | |
| Subsequent Event, Date | Jan. 09, 2019 |
| Subsequent Event, Description | Company issued a convertible note payable |
| Debt Instrument, Description | convertible note |
| Debt Instrument, Face Amount | $ 220,000 |
| Debt Instrument, Collateral | unsecured |
| Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
| Debt Instrument, Maturity Date | Jan. 09, 2020 |
| Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common shares of the Company at 66% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion |
| Event 5 | |
| Subsequent Event, Date | Jan. 09, 2019 |
| Subsequent Event, Description | Company issued a convertible note payable |
| Debt Instrument, Description | convertible note |
| Debt Instrument, Face Amount | $ 220,000 |
| Debt Instrument, Collateral | unsecured |
| Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
| Debt Instrument, Maturity Date | Jan. 09, 2020 |
| Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common shares of the Company at 66% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion |
| Event 6 | |
| Subsequent Event, Date | Jan. 11, 2019 |
| Subsequent Event, Description | Company issued 12,700,000 common shares |
| Shares, Issued | shares | 12,700,000 |
| Event 7 | |
| Subsequent Event, Date | Jan. 11, 2019 |
| Subsequent Event, Description | Company issued 180,181 common shares |
| Shares, Issued | shares | 180,181 |
| Event 8 | |
| Subsequent Event, Date | Jan. 14, 2019 |
| Subsequent Event, Description | Company issued 180,180 common shares |
| Shares, Issued | shares | 180,180 |
| Event 9 | |
| Subsequent Event, Date | Jan. 25, 2019 |
| Subsequent Event, Description | Company issued a convertible note payable |
| Debt Instrument, Description | convertible note |
| Debt Instrument, Face Amount | $ 110,000 |
| Debt Instrument, Collateral | unsecured |
| Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
| Debt Instrument, Maturity Date | Oct. 25, 2019 |
| Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common shares of the Company at 68% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion |
| Event 10 | |
| Subsequent Event, Date | Jan. 25, 2019 |
| Subsequent Event, Description | Company issued a convertible note payable |
| Debt Instrument, Description | convertible note |
| Debt Instrument, Face Amount | $ 82,000 |
| Debt Instrument, Collateral | unsecured |
| Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
| Debt Instrument, Maturity Date | Oct. 25, 2019 |
| Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common shares of the Company at 68% of the lowest trading price of the Company’s common share for the twenty trading days prior to the date of conversion |
| Event 11 | |
| Subsequent Event, Date | Jan. 25, 2019 |
| Subsequent Event, Description | Company acquired 113 acres of land in the county of Nye, Nevada |
| Debt Instrument, Description | loan from the seller |
| Debt Instrument, Face Amount | $ 170,000 |
| Debt Instrument, Collateral | secured against the property |
| Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
| Shares, Issued | shares | 100,000 |
| Debt Instrument, Payment Terms | monthly payments of $3,992 |
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