Nevada
|
98-0530295
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
1031 Railroad St. Ste. 102B, Elko, Nevada
|
89801
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of exchange on which registered
|
Common Stock |
|
LTUM |
|
N/A |
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
Non-Accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
PART I - FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements
|
3
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
17
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
29
|
Item 4.
|
Controls and Procedures
|
29
|
PART II - OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings
|
30
|
Item 1A.
|
Risk Factors
|
30
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
30
|
Item 3.
|
Defaults Upon Senior Securities
|
30
|
Item 4.
|
Mine Safety Disclosures
|
30
|
Item 5.
|
Other Information
|
30
|
Item 6.
|
Exhibits
|
30
|
SIGNATURES
|
31
|
September 30, 2019
|
December 31, 2018
|
|||||||
(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$
|
397,383
|
$
|
555,029
|
||||
Marketable securities
|
-
|
771
|
||||||
Deposits
|
700
|
700
|
||||||
Prepaid expenses
|
19,704
|
91,712
|
||||||
Total Current Assets
|
417,787
|
648,212
|
||||||
OTHER ASSETS
|
||||||||
Mineral properties
|
390,200
|
377,663
|
||||||
TOTAL ASSETS
|
$
|
807,987
|
$
|
1,025,875
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
LIABILITIES
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued liabilities
|
$
|
11,640
|
$
|
12,886
|
||||
Allowance for optioned properties
|
-
|
443,308
|
||||||
TOTAL CURRENT LIABILITIES
|
11,640
|
456,194
|
||||||
TOTAL LIABILITIES
|
11,640
|
456,194
|
||||||
Commitments and contingencies
|
||||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common stock, 3,000,000,000 shares authorized, par value $0.001; 95,651,644 and 95,651,644 common shares outstanding,
respectively
|
95,652
|
95,652
|
||||||
Additional paid in capital
|
4,322,347
|
4,322,347
|
||||||
Additional paid in capital - options
|
191,513
|
191,513
|
||||||
Additional paid in capital - warrants
|
369,115
|
369,115
|
||||||
Accumulated other comprehensive income
|
-
|
(771
|
)
|
|||||
Accumulated deficit
|
(4,182,280
|
)
|
(4,408,175
|
)
|
||||
TOTAL STOCKHOLDERS' EQUITY
|
796,347
|
569,681
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
807,987
|
$
|
1,025,875
|
Three Months
Ended
September 30, 2019
|
Three Months
Ended
September 30, 2018
|
Nine Months
Ended
September 30, 2019
|
Nine Months
Ended
September 30, 2018
|
|||||||||||||
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
OPERATING EXPENSES
|
||||||||||||||||
Professional fees
|
7,500
|
6,245
|
27,489
|
27,057
|
||||||||||||
Exploration expenses
|
6,320
|
8,553
|
13,398
|
15,388
|
||||||||||||
Consulting fees
|
25,000
|
30,000
|
85,000
|
84,000
|
||||||||||||
Insurance expense
|
-
|
5,202
|
6,935
|
14,662
|
||||||||||||
Investor relations
|
19,250
|
32,500
|
56,639
|
103,828
|
||||||||||||
Transfer agent and filing fees
|
1,037
|
4,338
|
8,319
|
13,641
|
||||||||||||
Travel
|
1,022
|
1,485
|
1,908
|
9,665
|
||||||||||||
General and administrative expenses
|
1,475
|
2,022
|
6,946
|
6,239
|
||||||||||||
TOTAL OPERATING EXPENSES
|
61,604
|
90,345
|
206,634
|
274,480
|
||||||||||||
LOSS FROM OPERATIONS
|
(61,604
|
)
|
(90,345
|
)
|
(206,634
|
)
|
(274,480
|
)
|
||||||||
OTHER INCOME (EXPENSES)
|
||||||||||||||||
Loss on sale of marketable securities
|
-
|
(2,667
|
)
|
(919
|
)
|
(2,667
|
)
|
|||||||||
Gain on sale of mineral property
|
-
|
-
|
443,308
|
202,901
|
||||||||||||
Change in fair value of marketable securities
|
-
|
4,968
|
-
|
-
|
||||||||||||
Loss on investment
|
-
|
-
|
(10,000
|
)
|
-
|
|||||||||||
Interest income
|
-
|
21
|
140
|
62
|
||||||||||||
TOTAL OTHER INCOME (EXPENSE)
|
-
|
2,322
|
432,529
|
200,296
|
||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
(61,604
|
)
|
(88,023
|
)
|
225,895
|
(74,184
|
)
|
|||||||||
PROVISION FOR INCOME TAXES
|
-
|
-
|
-
|
-
|
||||||||||||
NET INCOME (LOSS)
|
$
|
(61,604
|
)
|
$
|
(88,023
|
)
|
$
|
225,895
|
$
|
(74,184
|
)
|
|||||
Gain on change in fair value of marketable securities
|
$
|
-
|
$
|
54,486
|
$
|
-
|
$
|
54,486
|
||||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
$
|
(61,604
|
)
|
$
|
(33,537
|
)
|
$
|
225,895
|
$
|
(19,698
|
)
|
|||||
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
0.00
|
$
|
(0.00
|
)
|
|||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
||||||||||||||||
BASIC AND DILUTED
|
95,651,644
|
94,638,410
|
95,651,644
|
92,936,091
|
Additional
|
Additional
|
|||||||||||||||||||||||||||||||
Additional
|
Paid-in
|
Paid-in
|
Other
|
Total
|
||||||||||||||||||||||||||||
Common Stock
|
Paid-in
|
Capital -
|
Capital -
|
Comprehensive
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Warrants
|
Options
|
Loss
|
Deficit
|
Equity
|
|||||||||||||||||||||||||
Balance, December 31, 2017
|
89,368,553
|
$
|
89,369
|
$
|
3,760,095
|
$
|
369,115
|
$
|
191,513
|
$
|
-
|
$
|
(4,303,682
|
)
|
$
|
106,410
|
||||||||||||||||
Stock issued on stock warrant exercise
|
3,724,000
|
3,724
|
275,561
|
-
|
-
|
-
|
-
|
279,285
|
||||||||||||||||||||||||
Stock issued on stock option exercise
|
1,250,000
|
1,250
|
42,000
|
-
|
-
|
-
|
-
|
43,250
|
||||||||||||||||||||||||
Stock issued mineral property acquisition
|
400,000
|
400
|
145,600
|
-
|
-
|
-
|
-
|
146,000
|
||||||||||||||||||||||||
Stock issued for cash
|
909,091
|
909
|
99,091
|
-
|
-
|
-
|
-
|
100,000
|
||||||||||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
(771
|
)
|
-
|
(771
|
)
|
||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(104,493
|
)
|
(104,493
|
)
|
||||||||||||||||||||||
Balance, December 31, 2018
|
95,651,644
|
95,652
|
4,322,347
|
369,115
|
191,513
|
(771
|
)
|
(4,408,175
|
)
|
569,681
|
||||||||||||||||||||||
Realized loss on sale of marketable securities
|
-
|
-
|
-
|
-
|
-
|
771
|
-
|
771
|
||||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
225,895
|
225,895
|
||||||||||||||||||||||||
Balance, September 30, 2019 (unaudited)
|
95,651,644
|
$
|
95,652
|
$
|
4,322,347
|
$
|
369,115
|
$
|
191,513
|
$
|
-
|
$
|
(4,182,280
|
)
|
$
|
796,347
|
Nine Months
Ended
September 30, 2019
|
Nine Months
Ended
September 30, 2018
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income for the period
|
$
|
225,895
|
$
|
(74,184
|
)
|
|||
Adjustment to reconcile net income to net cash used in operating activities
|
||||||||
Loss on investment in Summa, LLC
|
10,000
|
-
|
||||||
Loss on sale of marketable securities
|
919
|
2,667
|
||||||
Gain on sale of mineral property
|
(443,308
|
)
|
(202,901
|
)
|
||||
Changes in assets and liabilities:
|
||||||||
(Increase) decrease in prepaid expenses
|
72,008
|
33,695
|
||||||
Increase (decrease) in accounts payable and accrued liabilities
|
(1,246
|
)
|
(5,378
|
)
|
||||
Net Cash Used in Operating Activities
|
(135,732
|
)
|
(246,101
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Cash paid for mineral properties
|
(12,537
|
)
|
-
|
|||||
Cash paid for investment in Summa, LLC
|
(10,000
|
)
|
-
|
|||||
Cash from sale of marketable securities
|
623
|
23,988
|
||||||
Cash from properties
|
-
|
100,000
|
||||||
Cash used for purchase of marketable securities
|
-
|
(1,005
|
)
|
|||||
Net Cash Provided by (Used in) Investing Activities
|
(21,914
|
)
|
122,983
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Cash received from warrants/options exercise
|
-
|
322,535
|
||||||
Net Cash Provided by Financing Activities
|
-
|
322,535
|
||||||
Increase (Decrease) in cash
|
(157,646
|
)
|
199,417
|
|||||
Cash, beginning of period
|
555,029
|
326,092
|
||||||
Cash, end of period
|
$
|
397,383
|
$
|
525,509
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
NON-CASH TRANSACTIONS:
|
||||||||
Marketable securities received as consideration for mineral property option
|
$
|
-
|
$
|
29,127
|
||||
Shares issued as consideration for mineral property option
|
$
|
-
|
$
|
146,000
|
||||
Change in fair value of marketable securities
|
$
|
-
|
$
|
54,486
|
– |
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
– |
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted
prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means
(market corroborated inputs).
|
– |
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
|
Fair Value Measurements at June 30, 2019
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Assets
|
||||||||||||
Cash
|
$
|
397,383
|
$
|
-
|
$
|
-
|
||||||
Total Assets
|
397,383
|
-
|
-
|
|||||||||
Liabilities
|
||||||||||||
Total Liabilities
|
-
|
-
|
-
|
|||||||||
$
|
397,383
|
$
|
-
|
$
|
-
|
|||||||
Fair Value Measurements at December 31, 2018
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Assets
|
||||||||||||
Cash
|
$
|
555,029
|
$
|
-
|
$
|
-
|
||||||
Marketable securities
|
771
|
-
|
-
|
|||||||||
Total Assets
|
555,800
|
-
|
-
|
|||||||||
Liabilities
|
||||||||||||
Total Liabilities
|
-
|
-
|
-
|
|||||||||
$
|
555,800
|
$
|
-
|
$
|
-
|
Balance, December 31, 2018
|
$
|
771
|
||
Disbursements
|
(771
|
)
|
||
Balance, September 30, 2019
|
$
|
-
|
|
Sepotember 30, 2019
|
December 31, 2018
|
||||||
Bonds
|
$
|
9,381
|
$
|
9,381
|
||||
Transfer agent fees and filing fees
|
4,401
|
13,124
|
||||||
Insurance
|
-
|
6,935
|
||||||
Office Misc.
|
-
|
6,000
|
||||||
Investor relations
|
5,922
|
56,272
|
||||||
Total prepaid expenses
|
$
|
19,704
|
$
|
91,712
|
Name
|
Claims
|
Cost
|
Impairment
|
Net Carry Value
|
||||||||||
San Emidio
|
20 (1,600 acres)
|
$
|
11,438
|
$
|
(11,438
|
)
|
$
|
0
|
||||||
BC Sugar
|
8019.41 (hectares)
|
$
|
21,778
|
(21,778
|
)
|
$
|
0
|
Number
|
||||
Balance, December 31, 2017
|
|
3,724,000
|
||
Exercised
|
(3,724,000
|
)
|
||
Balance, December 31, 2018 and September 30, 2019
|
-
|
Modification
|
New Options
|
||
Risk free interest rate
|
0.35%
|
0.67%
|
|
Expected dividend yield
|
0%
|
0%
|
|
Expected stock price volatility
|
129%
|
129%
|
|
Expected life of options
|
3 years
|
5 years
|
Risk free interest rate
|
1.65%
|
Expected dividend yield
|
0%
|
Expected stock price volatility
|
150%
|
Expected life of options
|
5 years
|
Risk free interest rate
|
1.15%
|
Expected dividend yield
|
0%
|
Expected stock price volatility
|
163%
|
Expected life of options
|
4.90 years
|
Issue Date
|
Number
|
Price
|
Expiry Date
|
Outstanding at
June 30, 2019
|
|||||||||
November 12, 2014
|
100,000
|
$
|
0.045
|
November 12, 2019
|
100,000
|
•
|
$10,000 non-refundable deposit on signing the LOI
|
•
|
$15,000 & issue 400,000 common shares of NEV on the later of TSX-V approval or the signing of a formal definitive agreement
|
•
|
$50,000 & 500,000 shares - 1st anniversary
|
•
|
$75,000 & 600,000 shares - 2nd anniversary
|
•
|
Pay $100,000 to our company and issue 200,000 common shares of the TSX-V listed public company.
|
•
|
On or before the first anniversary of the signing of the Definitive Agreement pay $100,000 to our company and issue 100,000 common shares of the Optionee/TSX-V listed
public company.
|
•
|
On or before the second anniversary of the signing of the definitive agreement pay $100,000 to our company and issue 100,000 common shares of the Optionee/TSX-V listed
public company.
|
•
|
Within 30 days of the Effective Date pay $100,000 to our company and issue 100,000 common shares of the TSX-V listed public company.
|
•
|
On or before the first anniversary of the signing of the Definitive Agreement issue 100,000 common shares of the Optionee/TSX-V listed public company.
|
•
|
On or before the second anniversary of the signing of the definitive agreement issue 100,000 common shares of the Optionee/TSX-V listed public company.
|
Three Months Ended
September 30, 2019
|
Three Months Ended
September 30, 2018
|
Change Between
Three Month
Period Ended
September 30,
2019
and
September 30, 2018
|
||||||||||
Professional fees
|
$
|
7,500
|
$
|
6,245
|
$
|
1,255
|
||||||
Exploration expenses
|
6,320
|
8,553
|
(2,233
|
)
|
||||||||
Consulting fees
|
25,000
|
30,000
|
(5,000
|
)
|
||||||||
Insurance expense
|
-
|
5,202
|
(5,202
|
)
|
||||||||
Investor relations
|
19,250
|
32,500
|
(13,250
|
)
|
||||||||
Transfer agent and filing fees
|
1,037
|
4,338
|
(3,301
|
)
|
||||||||
Travel
|
1,022
|
1,485
|
(463
|
)
|
||||||||
General and administrative
|
1,475
|
2,022
|
(547
|
)
|
||||||||
Other loss (income)
|
-
|
(2,322
|
)
|
2,322
|
||||||||
Net loss (income)
|
$
|
61,604
|
$
|
88,023
|
$
|
(26,419
|
)
|
Nine Months
Ended
September 30, 2019 |
Nine Months
Ended
September 30, 2018
|
Change Between
Nine Month
Period Ended
September 30,
2019
and
September 30, 2018
|
||||||||||
Professional fees
|
$
|
27,489
|
$
|
27,057
|
$
|
432
|
||||||
Exploration expenses
|
13,398
|
15,388
|
(1,990
|
)
|
||||||||
Consulting fees
|
85,000
|
84,000
|
1,000
|
|||||||||
Insurance expense
|
6,935
|
14,662
|
(7,727
|
)
|
||||||||
Investor relations
|
56,639
|
103,828
|
(47,189
|
)
|
||||||||
Transfer agent and filing fees
|
8,319
|
13,641
|
(5,322
|
)
|
||||||||
Travel
|
1,908
|
9,665
|
(7,757
|
)
|
||||||||
General and administrative
|
6,946
|
6,239
|
707
|
|||||||||
Other loss (income)
|
(432,529
|
)
|
(200,296
|
)
|
(232,233
|
)
|
||||||
Net loss (income)
|
$
|
(225,895
|
)
|
$
|
74,184
|
$
|
(300,079
|
)
|
At
September 30, 2019
|
At
December 31, 2018
|
|||||||
Current assets
|
$
|
417,787
|
$
|
648,212
|
||||
Current liabilities
|
11,640
|
456,194
|
||||||
Working capital
|
$
|
406,147
|
$
|
192,018
|
Nine Months Ended | ||||||||
|
September 30, | |||||||
|
2019
|
2018 | ||||||
Net cash (used in) operating activities
|
$
|
(135,732
|
)
|
$
|
(246,101
|
)
|
||
Net cash provided by investing activities
|
(21,914
|
)
|
122,983
|
|||||
Net cash provided by financing activities
|
-
|
322,535
|
||||||
Net increase (decrease) in cash during period
|
$
|
(157,646
|
)
|
$
|
199,417
|
General and administrative expenses
|
$
|
190,000
|
||
Exploration expenses
|
200,000
|
|||
Travel
|
30,000
|
|||
Total
|
$
|
420,000
|
Exhibit
Number
|
Description
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
3.1
|
Articles of Incorporation (Incorporated by reference to our Registration Statement on Form SB-2 filed on December 21, 2007)
|
|
3.2
|
Bylaws (Incorporated by reference to our Registration Statement on Form SB-2 filed on December 21, 2007)
|
|
3.3
|
Articles of Merger (Incorporated by reference to our Current Report on Form 8-K filed on October 2, 2009)
|
|
3.4
|
Certificate of Change (Incorporated by reference to our Current Report on Form 8-K filed on October 2, 2009)
|
|
(4)
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
4.1
|
2009 Stock Option Plan (Incorporated by reference to our Current Report on Form 8-K filed on December 30, 2009)
|
|
(10)
|
Material Contracts
|
|
10.1
|
Lease Purchase Agreement dated June 1, 2009 between Nevada Lithium Corporation, Nevada Mining Co., Inc., Robert Craig, Barbara Craig and Elizabeth Dickman. (Incorporated by
reference to our Current Report on Form 8-K filed on October 26, 2009)
|
|
10.3
|
Mining Option Agreement dated April 15, 2013 between our company and Thomas Lewis (incorporated by reference to our Current Report on Form 8-K filed on April 22, 2013)
|
|
10.4
|
Mining Claim Sale Agreement dated June 6, 2013 between our company and Herb Hyder (incorporated by reference to our Current Report on Form 8-K filed on June 12, 2013)
|
|
10.5
|
Trust Agreement dated August 30, 2013 between our company and Tom Lewis (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 7, 2013)
|
|
10.6
|
Operating Agreement dated effective April 23, 2014 between our company, All American Resources, L.L.C. and TY & Sons Investments Inc. (incorporated by reference to our
Current Report on Form 8-K filed on April 29, 2014)
|
|
10.7
|
Asset Purchase Agreement dated August 15, 2014 between our company and Pathion, Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 7,
2014)
|
|
10.8
|
Exploration Earn-In Agreement dated effective February 10, 2016 between our company and 1032701 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed
on March 15, 2016)
|
|
10.9
|
Exploration Earn-In Agreement dated effective February 10, 2016 between our company, 1067323 Nevada Ltd. and 1067323 B.C. Ltd. (incorporated by reference to our Current
Report on Form 8-K filed on May 11, 2016)
|
|
(14)
|
Code of Ethics
|
|
14.1
|
Code of Business Conduct and Ethics (incorporated by reference to our Annual Report on Form 10-K filed on April 15, 2013)
|
|
(21)
|
Subsidiaries of the Registrant
|
|
21.1
|
Lithium Royalty Corp, a Nevada corporation
|
|
(31)
|
Rule 13a-14 (d)/15d-14d) Certifications
|
|
31.1*
|
Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
(32)
|
Section 1350 Certifications
|
|
32.1*
|
Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
101*
|
Interactive Data File
|
|
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
|
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
|
LITHIUM CORPORATION
|
|||
(Registrant)
|
|||
Dated: November 14, 2019
|
/s/ Tom Lewis | ||
Tom Lewis
|
|||
President, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this report on Form 10-Q
|
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 Rules 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 financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
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 of 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 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.
|
Dated: Dated: November 14, 2019
|
/s/ Tom Lewis | ||
Tom Lewis
|
|||
President, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: Dated: November 14, 2019
|
/s/ Tom Lewis | ||
Tom Lewis
|
|||
President, Treasurer, Secretary and Director
|
|||
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
|
Marketable Securities (Details) |
9 Months Ended |
---|---|
Sep. 30, 2019
USD ($)
| |
Marketable Securities Details Abstract | |
Balance, December 31, 2018 | $ 771 |
Disbursements | (771) |
Balance, September 30, 2019 |
Capital Stock (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||
Capital Stock | |||||||||||||||||||||||||||||||||||||||||||
Schedule of change in warrants |
|
||||||||||||||||||||||||||||||||||||||||||
Schedule of assumptions used to determine stock options |
|
||||||||||||||||||||||||||||||||||||||||||
Schedule of stock options outstanding |
|
Summary of Significant Accounting Policies |
9 Months Ended |
---|---|
Sep. 30, 2019 | |
Notes to Financial Statements | |
Note 1 - Summary of Significant Accounting Policies |
Lithium Corporation (formerly Utalk Communications Inc.) (the “Company”) was incorporated on January 30, 2007 under the laws of Nevada. On September 30, 2009, Utalk Communications Inc. changed its name to Lithium Corporation.
Nevada Lithium Corporation was incorporated on March 16, 2009 under the laws of Nevada under the name Lithium Corporation. On September 10, 2009, the Company amended its articles of incorporation to change its name to Nevada Lithium Corporation. By agreement dated October 9, 2009 Nevada Lithium Corporation and Lithium Corporation amalgamated as Lithium Corporation. Lithium Corporation is engaged in the acquisition and development of certain lithium interests in the state of Nevada, and battery or Tech metals prospects in British Columbia and is currently in the exploration stage.
Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents Cash includes cash on account, demand deposits, and short-term instruments with maturities of three months or less.
Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts 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 reporting period. Actual results could differ from those estimates.
Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.
There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2019 and 2018, or the twelve months ended December 31, 2018.
Income per Share Basic income per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method. In the periods in which a loss is incurred, the effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore basic and diluted losses per share are the same. The Company did not have any dilutive securities for the periods ended September 30, 2019 or 2018.
Income Taxes The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
Financial Instruments The Company's financial instruments consist of cash, deposits, prepaid expenses, and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair value of these financial instruments approximate their carrying values, unless otherwise noted.
Mineral Properties Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, 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. Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount.
Optioned Properties Properties under the Company’s ownership which have been optioned to a third party are deemed the Company’s property until all obligations under an option agreement are met, at which point the ownership of the property transfers to the third party. All non-refundable payments received prior to all obligations under an option agreement being met are considered liabilities until such time all obligations have been met, at which time ownership of the property transfers to the third party and the Company includes option payments into its statement of operations.
Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board ("FASB"), issued Accounting Standards Update ("ASU") 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.
In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and does not plan to early adopt the ASU.
In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new lease guidance effective January 1, 2019. The Company only has one lease in effect; its office lease located in Elko, Nevada. The lease rate is 350/month and is on a month to month term. The office lease is insignificant to the financial presentation of the Company, therefore, it is not shown on the Company’s financial statements. The Company has adopted the modified retrospective approach therefore the Company has no plans of restating prior periods and that there is no asset or liability currently. |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
STOCKHOLDERS' EQUITY | ||
Common stock shares, Authorized | 3,000,000,000 | 3,000,000,000 |
Common stock shares, Par value | $ 0.001 | $ 0.001 |
Common stock shares, Outstanding | 95,651,644 | 95,651,644 |
Capital Stock |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 8 - Capital Stock |
The Company is authorized to issue 300,000,000 shares of it $0.001 par value common stock. On September 30, 2009, the Company effected a 60-for-1 forward stock split of its $0.001 par value common stock.
All share and per share amounts have been retroactively restated to reflect the splits discussed above.
Common Stock
On January 22, 2018, the Company issued 200,000 shares gross proceeds of $7,000 pursuant to the exercise of stock options.
On February 7, 2018, the Company issued 50,000 shares gross proceeds of $1,250 pursuant to the exercise of stock options.
On February 28, 2018, the Company issued 500,000 shares for gross proceeds of $12,500 pursuant to the exercise of stock options.
On February 28, 2018, the Company issued 400,000 at $0.365 shares per share as consideration for the Yeehaw and Melissa Properties (see Note 6).
On March 7, 2018, the Company issued 1,324,000 common shares for gross proceeds of $90,300 pursuant to the exercise of warrants.
On April 17, 2018, the Company issued 2,400,000 common shares for gross proceeds of $120,000 pursuant to the exercise of warrants.
On July 20, 2018, the Company issued 500,000 common shares for gross proceeds of $22,500 pursuant to the exercise of stock options.
On October 12, 2018, the Company issued 909,091 common shares for gross proceeds of $100,000.
During the nine months ended September 30, 2019, there was no activity in the Company’s common stock.
There were 95,651,644 shares of common stock issued and outstanding as of September 30, 2019 (December 31, 2018: 95,651,644).
Warrants
On October 15, 2015, the Company issued 2,700,000 warrants exercisable at $0.05 for the first 12 months after closing and $0.075 for the following 12 months after closing. The fair value of the warrants has been measured at $45,473.
On March 27, 2017, as part of the issuance of common stock, the Company issued 2,400,000 warrants exercisable at $0.05 for the first 12 months after closing and $0.075 for the following 12 months after closing. The fair value of the warrants has been measured at $86,180. The warrants vested six months after being granted.
On July 31, 2017, as part of the issuance of common stock, the Company issued 1,900,000 warrants exercisable at $0.075 for 24 months after closing. The fair value of the warrants has been measured at $69,489. The warrants vested six months after being granted.
The table below outlines the change in warrants for the year-ended December 31, 2018 and 2017 and the nine months ended September 30, 2019:
Stock Based Compensation
During the year ended December 31, 2010, the Company granted 500,000 consultants options at an exercise price of $0.28 and 400,000 options at an exercise price of $0.24 to consultants in exchange for various professional services. On May 31, 2012, the options granted with exercise prices of $0.28 and $0.24 were modified to exercise prices at $0.07. The modification resulted in stock based compensation of $11,524. Also on May 31, 2012, the Company granted an additional 400,000 options to consultants for management services with an exercise price of $0.07. These options were vested on the date of grant and resulted in stock-based compensation of $23,891. On September 30, 2014, 250,000 options expired unexercised as a result of a director resigning from the Company.
On March 15, 2013, all pre-existing options were modified to exercise prices of $0.045. The modification resulted in stock-based compensation of $8,848. Also on March 15, 2013, the Company issued an additional 200,000 options at an exercise price of $0.045 to consultants for management services. These options were vested on the date of grant and resulted in stock-based compensation of $7,794. During the six months ended June 30, 2018, 100,000 options were exercised for proceeds of $4,500.
The Company uses the Black-Scholes option valuation model to value stock options. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Assumptions used to determine the fair value of the remaining stock options are as follows:
On November 12, 2014, the Company granted 700,000 options at an exercise price of $0.045 in exchange for various professional and managerial services. The Company uses the Black-Scholes option valuation model to value stock options. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Assumptions used to determine the fair value of the remaining stock options are as follows:
On February 10, 2016, the Company granted 850,000 options at an exercise price of $0.025 in exchange for various professional and managerial services. During the year ended December 31, 2018, 650,000 options were exercised for proceeds of $16,250. The fair value of these options was $27,412. The Company uses the Black-Scholes option valuation model to value stock options. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. Assumptions used to determine the fair value of the remaining stock options are as follows:
The following table summarizes the stock options outstanding at September 30, 2019:
|
Marketable Securities |
9 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | |||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||
Note 4 - Marketable Securities |
The Company owns marketable securities (common stock) as outlined below:
The Company classifies it’s marketable securities as available for sale.
During the nine months ended September 30, 2019, the Company sold 10 shares of Ablemarle Corporation held using the cost basis for cash proceeds of $623 for a realized loss of $919.
During the three and nine months ended June 30, 2019, the Company realized a loss on sale of marketable securities of $Nil and $919 respectively.
|
Fair Value of Financial Instruments (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Of Financial Instruments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of the valuation of financial instruments measured at fair value on a recurring basis |
|
J5>Q 5P-
M68GK]WJX!ZS\Y)6#7:YKH1Y@[RE8VS%$6VBNU\?K Y4RX V>MDW7@P$-%BD-H*IT1-HIYV5(BG%:K&()8$5P
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M=A#^//9NV'@_LC\7A( ?AE'/JHC,NT@&LKN (AB0NBM>5<;,-,C^_RZ;=#5ZXREZ' "*?=
MSBKSZD6S+Y@'SK+)#9%4;'F_-"VO(!DL:0[&!?#9//)'[C+&V07.'[/A(\ZS
MNN(!5F72QUZ:D[F2O+*CVEJ^DGV4,HGS0GBQ:7UJFA;O95!TP]>U54>#>D\'
M@X,?_];*A:Q<&K*]-"N0*KRR).56N&X^QQ^;YK,F'=1H#P8#<'8NXVWI*+U
MCUD1AKE49ED6:ZU1?N7"CIA!G#Z0@#_=6GH/UE ;,W>%_?23&T#X)6%;^9T
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M/_#]C:+QY))F\8QM+E15P1OMG%5[[QTSL0;\0.<.L0U ,,I6OT%"1ETHWD IRU:C7:!U6+^.XC9*]C$ICT2GJ5].3)O;-(;RW-;G*\
MY26R;-?*0)T%)$'GZ^56>A=<[ 45!,ZV3RUE"?:P6D$MG0ON@T1X.5-D]I5_
M!
M*,V4G3)1S/X][BXCWUIE*GS10#<)77.J/@W/IO?85X>R'T7$0/F&B72?YXH9T994*N"A7F"W7
MZ.#G ]'//
=OE1$B^"K?T-N-0D?7N\
MI,57_Y%G@\06A5Y^&DSMQRV8""B45.1!$<93@9/),6X.-A58TH!3.WRPF:$)
M'=-PA&"3@$@#3NT8P696./ANPR;8W%.PN97+(< ;['J52#5!A("FN]BP5-9R
M7PS6!!2-&][XK^N$IU^69B_6[3L15^G0#E*R_S[_?%CI((UR2FCK'"1C5P=I
M?
'7MV2YFIY[LG_V[JQZ'I
MV2'_BC%O*2!<01LNV;L2AXS>)[$;Q,:$PIW_@<&;$Q^<5;M2UW-9C@<"A0U0
M[ ;L=EYF7N!R+&@W^6/'@K6D[U4-_[\S9W8?!R%EC6\F5WX8A2)W?^>O\QD/
MX+0(3,J N ?<]N$"[(I9ZD[?3+[+/5_78O?/M;%6OI8V"QATAM
M.P32I?0U#&Z.9DTZ1G]I;6< V@'HO9F+/0.]#WNP3Y"K5_C;0GLSD0_<^JY]
M6%E6DM&K -H%ZCT)\_ZAKEZ:]PQSU>)<&ESY@^FRRX> 4>!P.?-C#R:QF/.8
M'UPN%AI72'-_-- WY')G^GEQ^<1!]IE\8XSV3,(M1_8E85J>=*PFWT&OZ17_?
M"[:6I-I"M^D7@^[Q276_>(2E>^4'-#>5BEKP%1$UWWF 8N@8.K
MN>=Z1&KCG5:FC@-4L6V1R*!--1OU=LD?.9PP$3UPELYM=[;Y2^6J_L+WEP)3+KK#,MP&<
MU'5(@SE;J=/TG$$!K$+ZCH('ZP+.<.P"\Q97@8ZU[BA0B>00+,9K<4)Q)WD"
MQ'F^$B$<@-HW^^$0BCJ$H@ZAJ$,HZA"*.H2B#J&HJM[HV@MGW[8KLI4T2%+<
MN NQ$HGD;85,Q,(W5:U7'HXJ;&RJPD&EJ!0L.3@T:;:TKO#J>_NM+94=LO=[
MS?;^.\8S],+3.[#OA2%2[.-E9*.>H2NUJP"@I@0XQNB]4SND4
MQE[%\@? R>\<+[&B9QG@?R$4@F:6WH44.MQQRQF',VZ+'UN<"$J6>C%!_7
MG.2H:)D2_%]],X)_^NTJ+N('>OKX+,A%)ZYD0C9HH@9(&"*6<$X.):P^+QI!
M0"3'M0^3%4U%H=ADZ@K8VTT2 6NVC=I/G3>O%!+GN6
#WJ?_+Q?33SYC48/+EXF[RZ0++X^Q>2?73+^S\'L\V*^P/2?WGSRMC/4
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MC.;L6HZ#V^%16=YT\/U(KBK' X[KJVE <7DAOC-6%S[$*0T6NV=Y
M]VW:K8L7B,(X%V^ ZC3H_&!Z5AOM++.('V/X)*&%PTC\!4G*A327C=VF
MRE;O8QE4H
E40.$Y'LE"LR0!LY1DIS_Y8?%XC;_<
M([FK0&Z9M2K6++(A^(8X:GG/:&0$5M7+:>PDR1W"0KK:<\X@![0\+#$2"%
MCC4#:-?BP\F\N ZV6.B]&;L$"DZX)04N9!8G[2^O9%#W8=46?#BAG'IO@U.7
M\!YM K1=P!3/*A:/V28/TF@>OQ10M8P97(03W@VHG)")!OK^
,UM*^]"G'Z.C]IS3D%*4
MT
=3J88#)8=KO#!&LSJ339UET[\^'EF_U[CF@[Z X/$^TN(-OMPT2'
MY.T.:!SRM@]YVZV\[=^#)$&PK.W-IOM42% E[%X6$;3V.KJ_103?;%*!8JUL
MZ_R03^ \GP",UTY3"3R*P'/XEM0A^&XGH?Y&>!SB[G86AF^$RR'DSO)>"@;#
M/U:P7?]7Z1W'_%L.L[.6@VP^L=@(L.MG7WJ64R8$.Y.O+U]0+_&@B\ ,BLV/-8+/T3:<>2H,Q9E7E
MOE]^KCVN&Z[('X&NR!/;KL@3
M'Y4H'3-2QU7];87-IJ[=B9#1)GHA0B2P'WOFO7VL$GC/TGJALM]G;KOK^_!"
MY;8;H?+9E7'*OW2#GPOC>GA!R7/]J<8KG!/M XF=>G(]%P%>2MQ"0W[,3IU=
M&)7K_PL/DZ$C7H(QQM$7@JFJ"I&-C[UA5[A>QWLRB*0W3D()_T \Z I%PV=$
M@B>TC)V[)7&XC5.R3R;>@D.\?U#V9#3*Y+Y\G<>E/^K"CON[^8&W[.(6*W//
M1TAE&;5XT#(CS]Z2)_C4OCBM;2CX;0?=:BJD_@3T>-NIAJKBU]P#?JAT:L^#
M?JAKZL$Q?M_KFMZ'4Q3E"1I/O@;)G(\BMM$;I6SFX65UJR"QAQB14<3XCR?L
M)[6#JW.'^X1G5QG]4+&=2YT91$GF"WW5AN@*P4V%*$<) &Y<;I'I%GQKPZ
M)E7>W+5+#3#"-H)^-7+;2[.?($J93MC"6GUXG"*ESC4T[A[ZZJ9YD IVJ/Z'
M%W4!7 V-NQ>Z^E-_2P5^'*;W,H_(9%$79Q,YON4Z9!,=LHDD]:W3*_1(\H L
M'E#*_ORS
Capital Stock (Details 1) |
9 Months Ended | ||
---|---|---|---|
Feb. 10, 2016 |
Nov. 12, 2014 |
Sep. 30, 2019 |
|
Equity [Line Items] | |||
Risk free interest rate | 1.15% | 1.65% | |
Expected dividend yield | 0.00% | 0.00% | |
Expected stock price volatility | 163.00% | 150.00% | |
Expected life of options | 4 years 10 months 24 days | 5 years | |
Modification [Member] | |||
Equity [Line Items] | |||
Risk free interest rate | 0.35% | ||
Expected dividend yield | 0.00% | ||
Expected stock price volatility | 129.00% | ||
Expected life of options | 3 years | ||
New Options [Member] | |||
Equity [Line Items] | |||
Risk free interest rate | 0.67% | ||
Expected dividend yield | 0.00% | ||
Expected stock price volatility | 129.00% | ||
Expected life of options | 5 years |
Commitment and Contingencies (Details Narrative) |
May 03, 2016 |
---|---|
Exercise Price Zero Point Zero Seven [Member] | |
Punitive damages, description | up to $10,000 for each Defendant |
Marketable Securities (Tables) |
9 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | |||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||
Schedule for marketable securities |
|
Related Party Transactions |
9 Months Ended |
---|---|
Sep. 30, 2019 | |
Notes to Financial Statements | |
Note 9 - Related Party Transactions |
The Company paid consulting fees totaling $25,000 and $85,000 to related parties for the three and nine months ended September 30, 2019 (2018: $30,000 and $84,000). |
Prepaid Expenses |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 5 - Prepaid Expenses |
Prepaid expenses consisted of the following at September 30, 2019 and December 31, 2018:
|
Capital Stock (Details) |
12 Months Ended |
---|---|
Dec. 31, 2018
shares
| |
Class Of Warrant Or Right | |
Beginning balance | 3,724,000 |
Exercised | (3,724,000) |
Ending balance |
Related Party Transactions (Detail Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2019 |
Sep. 30, 2018 |
Sep. 30, 2019 |
Sep. 30, 2018 |
|
Related Party Transactions | ||||
Consulting fees of related party | $ 25,000 | $ 85,000 | $ 30,000 | $ 84,000 |