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Stockholders' Equity
12 Months Ended
Dec. 31, 2015
Notes  
Stockholders' Equity

7.      Stockholders’ Equity

Common Stock

We have authorized 750,000,000 shares of our common stock, $0.001 par value. On July 15, 2015, we filed an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada providing for a one-for-fifty reverse split of our outstanding shares of common stock effective August 21, 2015. The authorized shares of our common stock were not adjusted as a result the reverse stock split.

On September 9, 2013, along with Mr. Elwood Shepard, our former sole officer and director, entered into an Asset Purchase Agreement with several members of a third party (the “Sellers”) for the purchase of real property, mining machinery and equipment (the “Purchased Assets”) in consideration of 1,092,000 shares of common stock valued at approximately $285,000, or approximately $0.26 per share, and the assumption of approximately $109,000 of debt. As of May 22, 2014, none of the 1,092,000 shares of our common stock had been issued and we executed a Mutual Rescission Agreement whereby the Sellers took back the Purchased Assets, including the underlying debt, and agreed to rescind any rights to the issuance of 1,092,000 shares of our common stock that was a part of the original consideration. As liquidated damages and inducement to enter into the Mutual Rescission Agreement, we agreed to issue 141,000 shares of our common stock to the Sellers at a fair value of $0.001 per share. These shares were issued on December 31, 2014.

On December 31, 2014, we sold 500,000 shares of our common stock to Mr. Shepard at $0.05 per share for gross proceeds of $25,000.

On May 12, 2015, we sold 4,979,593 shares of our common stock to PacificWave Partners Limited (“PacificWave”) at $0.05 per share for gross cash proceeds of approximately $249,000. In connection with the purchase of these shares from us, PacificWave also provided a $175,000 cash contribution to our capital which was recorded as additional paid-in capital.

On November 13, 2015 we entered into a Release and Settlement Agreement with Red Rock Servicing, Inc. and its primary shareholder (collectively “Red Rock”), whereby Red Rock agreed to return to us for cancellation a total of 92,242 shares and we agreed to issue to them 2,000 shares of our common stock.

The share sale transactions were completed in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rules 504, 505, 506 and 903 thereunder. The shares will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be reoffered or resold in the United States absent such registration or an applicable exemption therefrom, or in a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws.