UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2015
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Commission File Number: 000-55045
IDAHO NORTH RESOURCES CORP.
(Name of small business issuer in its charter)
Idaho
(State or other jurisdiction of incorporation or organization)
1220 Big Creek Road
Kellogg, ID 83837
(Address of principal executive offices, including zip code.)
(206) 790-3346
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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NONE
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COMMON STOCK
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer (Do not check if a smaller reporting company)
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Smaller Reporting Company
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[X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of December 31, 2014: $1,948,585.
As of September 25, 2015, 13,440,683 shares of the registrant's common stock were outstanding.
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Business.
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Risk Factors.
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Unresolved Staff Comments.
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Properties.
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Legal Proceedings.
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Mine Safety Disclosures.
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Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
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Selected Financial Data.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Quantitative and Qualitative Disclosures About Market Risk.
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Financial Statements and Supplementary Data.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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Controls and Procedures.
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Directors, Executive Officers and Corporate Governance.
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Executive Compensation.
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Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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Certain Relationships and Related Transactions, and Director Independence.
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Principal Accountant Fees and Services.
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We were incorporated in the State of Idaho on January 22, 2007 as an exploration stage mining corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves, which are not in either the development or production stage. We intend to conduct exploration activities on one or more of the properties we lease. Our interest in the properties is limited to our leasehold interest. Our leases, however, grant us a right to purchase the underlying minerals upon completion of certain conditions. Currently, we have leases on a number of gold properties in Nevada. We maintain our statutory registered agent's office at Columbia Stock Transfer, 601 E. Seltice Way, Suite 202, Post Falls, Idaho 83854. Our business office is located at 1220 Big Creek Road, Kellogg, Idaho 83837. This is also our mailing address. The telephone number is (206) 790-3346.
Central Nevada Exploration Program
In February 2014, we completed a private placement and signed a letter of intent to enter into an exploration program with Coeur Mining Inc. ("Coeur"). Coeur purchased 1,333,333 units at $0.15 per unit, for a total of $200,000. Each unit consists of one common share and one warrant. Two warrants plus $0.30 allow Coeur to purchase one common share. The warrants expire in March 2017. On October 2, 2014, the Company signed the definitive Exploration Program Agreement (the "Agreement") with Coeur. The Agreement calls for Coeur to fund a Central Nevada Exploration Program within a specified Area of Interest for a three-year period. During the Agreement period, Coeur will have the right to select target properties identified and acquired or appropriated by IDAH, and earn a 60% interest in the target properties by meeting certain minimum investment and other requirements, with the option to acquire an additional 20% or 40%, giving Coeur 80% or 100% ownership. Prior to selection of any target properties, Coeur will pay certain consulting and field-related costs associated with the Program, along with a 10% administrative fee to IDAH.
Klondyke Earn-In Agreement
On October 21, 2014, the Company signed an Earn-In Option Agreement (the "Earn-In") with Coeur for the Klondyke area, Nevada. Pursuant to the terms of the Earn-In, Coeur may exercise its option to acquire an initial 60% interest in the target properties by spending a minimum of $2 million in exploration and development expenses on the target properties over a 3-year period and completing a NI 43-101 compliant Technical Report. During the Earn-In period, Coeur has the option to acquire IDAH's entire interest in the target properties, subject to terms of the Earn-In. Upon completion of the earn-in requirements, the parties will form a limited liability company for purposes of further exploration, development, and mining of the target properties, with Coeur having a 60% membership interest and IDAH having a 40% membership interest. Within 60 days following the formation of the limited liability company, Coeur may exercise an option to acquire an additional 20% of the outstanding ownership interest by meeting certain minimum investment and other requirements. Coeur may then acquire the remaining 20% ownership for a purchase price to be determined by a qualified third-party valuation firm reasonably acceptable to both Coeur and IDAH. As operator, IDAH will conduct the exploration, development, and related work at the target properties under budgets approved by Coeur.
Properties
There is no assurance that a commercially viable mineral deposit will be found on any property we explore. Further exploration will be required before a final evaluation of economic feasibility is determined.
There is no assurance that a commercially viable mineral deposit exists on the claims, and further exploration will be required before a final evaluation as to the economic feasibility is determined.
We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause our plans to change.
The fee simple title to the property we lease is owned by the United States of America. Mountain Gold Claims, LLC and other owners have staked the land and obtained a claim from the BLM. They then leased the properties to us.
The properties we have leased are unencumbered, and there are no competitive conditions which affect the claims. Further, there is no insurance covering the claims, and we believe that no insurance is necessary since the claims are unimproved and contain no buildings or improvements.
To date, we have had limited exploration activities on the properties. We are presently in the exploration stage, and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the claims until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.
We have no current plans, proposals or arrangements, written or otherwise, to abandon the exploration of our mineral claims and either enter into a different line of business or to complete a business combination transaction with another company.
For all projects, power source would be provided by portable diesel/gas generators. There are no infrastructures on any of the projects; just raw land and dirt/gravel roads.
An exploration plan has not been developed for each of the properties. Limited exploration work such as mapping, surface sampling and assaying will be done to meet the work commitments required by the lease agreements, which, for the next year, are $75,000 for the Klondike Lease and $10,000 for the Green Monster-Danville Lease.
Currently, we do not have any permits in hand. No permits are required for exploration work that does not include motorized equipment. In the future, should heavy equipment, including drilling, be conducted, a Notice of Intent to Operate or Plan of Operation Permit may be required.
Divide Property
In February 2015, the Company terminated its Exploration and Mining Lease and Option to Purchase Agreement for the Divide Property and returned the underlying claims to the lessor and recorded an impairment charge for the full capitalized cost for the mineral interests. The Company dropped the Divide Property in order to focus its resources on its remaining properties.
Eagleville Property
In July 2015, the Company terminated its Exploration and Mining Lease and Option to Purchase Agreement for the Eagleville Property and returned the underlying claims to the lessor and recorded an impairment charge for the full capitalized cost for the mineral interests. The Company dropped the Eagleville Property in order to focus its resources on its remaining properties.
The map on the next page discloses the physical locations of the properties the Company continues to lease:
We lease the following properties pursuant to written lease agreements.
KLONDIKE 25-59 PROPERTY
The Klondike 25-59 Property is comprised of two located unpatented lode mining claims of approximately 33 acres located in the Klondike Mining District, situated in Esmeralda County, Nevada. The Klondike 25-59 Project covers formal exploratory workings on an indicated mineral showing. Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike 25-59 Project.
Location and Access
The Klondike 25-59 Project comprises approximately 33 acres. The KN 25 lode mining claim was located on November 22, 2006 and was filed in the Esmeralda County recorder's office in Goldfield, Nevada on February 13, 2007 as Instrument Document Number 166406, Book 249 & Page 360 in the official records and was filed with the BLM in Reno, Nevada, State Office on February 14, 2007 as Instrument NMC Number 946383.
The KN 59 lode mining claim was located on January 19, 2007 and was filed in the Esmeralda County recorder's office in Goldfield, Nevada on April 16, 2007 as Instrument Document Number 167077, Book 251 & Page 391 in the official records and was filed with the BLM in Reno, Nevada, State Office on April 17, 2007 as Instrument NMC Number 949623.
The Klondike 25-59 Project is located within Section 24, Township 1 North, Range 42 East and Section 19, Township 1 North, Range 43 East in the Klondike Mining District of Esmeralda County, Nevada.
Access from Tonopah, Nevada to the Klondike 25-59 Property is approximately 12.2 miles to the southeast. From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 2.5 miles along an improved and dirt road to the Klondike 25-59 Project.
In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claims in good standing. In accordance with federal regulations, the Klondike 25-59 Project is in good standing to September 1, 2016. A yearly maintenance fee of $310.00 is required to be paid to the BLM prior to the expiration date to keep the claims in good standing for an additional year.
History
At the property, a few historical prospects have explored the project area. There is no recorded production from the ground covered by the Klondike 25-59 Project. In 2006, Mountain Gold Exploration, Inc. conducted limited renaissance exploration and geological mapping. Between 2008 and 2009, exploration and geological mapping was conducted by AuEx, Inc.
Physiography, Climate, Vegetation and Water
The Klondike 25-59 Project is situated midway between the towns of Tonopah and Goldfield, Nevada and approximately 12 miles south-southeast of Tonopah in the northern portion of the Klondike Hill.
Topography on the Project is gentle to moderate with an average elevation range of 5,440 feet to 5,560 feet.
The Klondike 25-59 Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush. Sources of water would be available from valley wells or from the towns of Tonopah or Goldfield.
Regional Geology
The Klondike 25-59 Project is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersect a possible, recently recognized caldera margin. The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast. Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious metal mineralization. The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone and the Paleozoic Ordovician Palmetto
Formation consisting of limestone, carbonaceous argillite, siltstone and chert. The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills. In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.
Klondike 25-59 Project Geology
The Klondike 25-59 Project is comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and may have been locally intruded by rhyolitic bodies.
Klondike 25-59 Project Mineralization
At the Klondike 25-59 Project, alteration includes local quartz-calcite veining-stockwork, argillization and disseminated pyritization. Mineralized material in the Klondike 25-59 Project area is hosted along scattered north-south striking calcite-quartz stockwork veinlets which have been intruded by Tertiary volcanic tuffs and agglomerates.
KLONDIKE 41 PROPERTY
The Klondike 41 Property is comprised of one located unpatented lode mining claim of approximately 20 acres located in the Klondike Mining District, situated in Esmeralda County, Nevada. Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike 41 Project.
Location and Access
The Klondike 41 Project comprises approximately 20 acres. The KN 41 lode mining claim was located on November 22, 2006 and was filed in the Esmeralda County recorder's office in Goldfield, Nevada on February 13, 2007 as Instrument Document Number 166423, Book 249 & Page 376 in the official records and was filed with the BLM in Reno, Nevada, State Office on February 14, 2007 as Instrument NMC Number 946399.
The Klondike 41 Project is located within Section 13, Township 1 North, Range 42 East in the Klondike Mining District of Esmeralda County, Nevada.
Access from Tonopah, Nevada to the Klondike 41 Property is approximately 12.0 miles to the southeast. From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 2.3miles along a dirt road to the Klondike 41 Project.
In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with federal regulations, the Klondike 41 Project is in good standing to September 1, 2016. A yearly maintenance fee of $155.00 is required to be paid to the BLM prior to the expiration date to keep the claim in good standing for an additional year.
History
At the Project, a few historical prospects have explored the project area. There is no recorded production from the ground covered by the Klondike 41 Project. In 2006, Mountain Gold Exploration, Inc. conducted limited reconnaissance exploration and geological mapping. Between 2008 and 2009, Exploration and geological mapping was conducted by AuEx, Inc.
Physiography, Climate, Vegetation and Water
The Klondike 41 Project is situated midway between the towns of Tonopah and Goldfield, Nevada, approximately 12 miles south-southeast of Tonopah in the northern portion of the Klondike Hill.
Topography on the Project is gentle to moderate with an average elevation range of 5,400 feet to 5,480 feet.
The Klondike 41 Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush. Sources of water would be available from valley wells or from the towns of Tonopah or Goldfields.
Regional Geology
The Klondike 41 Property is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersect a possible, recently recognized caldera margin. The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast. Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious metal mineralization. The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone and the Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert. The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills. In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.
Klondike 41 Project Geology
The Klondike 41 Project is comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and may have been locally intruded by rhyolitic bodies.
Klondike 41 Project Mineralization
At the Klondike 41 Project, alteration includes local quartz-calcite veining-stockwork, argillization and disseminated pyritization. Mineralization in the Klondike 41 Project area includes anomalous mineralized material hosted along scattered north-south striking calcite-quartz stockwork veinlets which intrude Tertiary volcanic tuffs and agglomerates.
KLONDIKE CENTRAL PROPERTY
The Klondike Central Property is comprised of nine located unpatented lode mining claims of approximately 160 acres located in the Klondike Mining District, situated in Esmeralda County, Nevada. The Klondike Central Project covers formal exploratory workings on an indicated mineral showing. Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike Central Project.
The Klondike Central Property comprises approximately 160 acres. The KN 1 thru KN 6 lode mining claims were located on August 29, 2006 and were filed in the Esmeralda County recorder's office in Goldfield, Nevada on November 22, 2006 as Instrument Document Number 165874 thru 165879, Book 247 & Pages 209 thru 214 in the official records and were filed with the BLM in Reno, Nevada, State Office on November 17, 2006 as Instrument NMC Number 938562 thru 938567.
KN 14 thru KN 16 lode mining claims were located on October 17, 2006 and were filed in the Esmeralda County recorder's office in Goldfield, Nevada on November 22, 2006 as Instrument Document Number 165881 thru 165883, Book 247 & Pages 215 thru 217 in the official records and were filed with the BLM in Reno, Nevada, State Office on November 28, 2006 as Instrument NMC Number 940167 thru 9440169.
The Klondike Central Property is located within Section 24, Township 1 North, Range 42 East, and Sections 19, Township 1 North, Range 43 East in the Klondike Mining District of Esmeralda County, Nevada.
Access from Tonopah, Nevada to the Klondike Central Property is approximately 12.2 miles to the southeast. From the Town of Tonopah, Nevada, access via 2.7 miles south from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 2.5 miles along an improved gravel road to the Klondike Central Project.
In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with federal regulations, the Klondike Central Project is in good standing to September 1, 2016. A yearly maintenance fee of $1,395 is required to be paid to the BLM prior to the expiration date to keep the claim in good standing for an additional year.
History
At the Property, several prospects, adits and mine shafts have explored the project area. Although there is no recorded production from the ground covered by the Klondike Central Project, disturbed ground near the main mine workings may suggest limited open pit and underground operations in the 1900's. In 2006, Mountain Gold Exploration, Inc. conducted limited reconnaissance geological mapping and geochemical sampling. Between 2008 and 2009, geological
mapping, geochemical soil and rock chip sampling, geophysical magnetic survey, along with limited reverse circulation drilling was conducted by AuEx, Inc. In 2011-2012, Mountain Gold Claims, LLC conducted limited geological mapping and geochemical sampling for Idaho North Resources Corporation.
Physiography, Climate, Vegetation and Water
The Klondike Central Project is situated midway between the towns of Tonopah and Goldfield, Nevada, approximately 12 miles south-southeast of Tonopah in the northern portion of the Klondike Hill.
Topography on the Project is gentle to moderate with an average elevation range of 5,440 feet to 5,640 feet.
The Klondike Central Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush. Sources of water would be available from valley wells or from the towns of Tonopah or Goldfields.
Regional Geology
The Klondike Central Property is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersect a possible, recently recognized caldera margin. The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast. Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious metal mineralization. The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone and Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert. The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills. In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.
Klondike Central Project Geology
The northern portion of the Klondike Central Project is comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and has been locally intruded by rhyolitic dikes, sills and flow domes. In the southern portion of the Klondike Central Project, older Cambrian-Paleozoic limestone, argillite, carbonaceous argillite, siltstone and shale sedimentary rocks dominate the area and are locally intruded by Tertiary rhyolitic dikes and sills. In the central portion of the Klondike Central Project, a northwest-southeast trending fault zone separates the Tertiary volcanic rocks from the older Cambrian-Paleozoic sedimentary rocks.
Klondike Central Project Mineralization
At the Klondike Central Property, alteration is wide spread covering the majority of the project area. Alteration includes silicification, quartz-calcite veining, stockwork, argillization, pyritization and iron-manganese-jarosite oxidation alteration. Mineralized material in the Klondike Central Project is hosted along the northwest-southeast structural zone and localized along bedding plane, structural zones in the Cambrian-Paleozoic sedimentary rocks.
KLONDIKE SOUTHEAST PROPERTY
The Klondike Southeast Project is comprised of twenty-six (26) located unpatented lode mining claims of approximately 520 acres located in the Klondike Mining District, situated in Esmeralda County Nevada. The Klondike Southeast Project covers formal exploratory workings on an indicated mineral showing. Mountain Gold Claims, LLC Series 8 is the registered owner of the Klondike Southeast Project.
Location and Access
The Klondike Southeast Project comprises approximately 520 acres. The KN 100 thru KN 109 and KN 147 thru KN 162 lode mining claims were located on November 16, 2011and were filed in the Esmeralda County recorder's office in Goldfield, Nevada on February 6, 2012 as Instrument Document Number 186186 thru 186211, Book 312, Pages 306-331in the official records and were filed with the BLM in Reno, Nevada State Office on February 9, 2012 as Instrument NMC Number 1066359 thru 1066384.
The Klondike Southeast Property is located within Section 29 and 32, Township 1 North, Range 43 East and Section 5, Township 1 South, Range 43 East in the Klondike Mining District of Esmeralda County, Nevada.
Access from Tonopah, Nevada to the Klondike Southeast Property is approximately 14.2 miles to the southeast. From the Town of Tonopah, Nevada, access via 2.7 miles from Tonopah on US Hwy 95, then 7 miles southeast along old US Hwy 95, then southeast 4.5 miles along an improved and dirt road to the Klondike Southeast Project.
In addition to the state regulations, federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with federal regulations, the Klondike Southeast Project is in good standing to September 1, 2016. A yearly maintenance fee of $4,030 is required to be paid to the BLM prior to the expiration date to keep the claim in good standing for an additional year.
History
At the Project, several historical prospects have explored the project area. There is no recorded production from the ground covered by the Klondike Southeast Project. Between 2008 and 2009, exploration and geological mapping and sampling was conducted by AuEx, Inc.
Physiography, Climate, Vegetation and Water
The Klondike Southeast Project is situated midway between the towns of Tonopah and Goldfield, Nevada, approximately 14 miles southeast of Tonopah in the northern portion of the Klondike Hill.
Topography on the Project is gentle to moderate with an average elevation range of 5,440 feet to 5,640 feet.
The Klondike Southeast Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush. Sources of water would be available from valley wells or from the towns of Tonopah or Goldfields.
Regional Geology
The Klondike Southeast Project is situated in the Klondike Hills within the northwest-trending Walker Lane structural domain province and where Walker Lane related structures intersect a possible, recently recognized caldera margin. The Klondike Hills are part of a large syncline with an axis trending northeast and plunging to the northeast. Anticlinal folding and imbricated thrusting along the southern limb have created a complex structural setting and locally control precious mineralization. The majority of the rocks in the Klondike Mining District consist of early Cambrian Mule Springs Limestone, Cambrian Emigrant Formation consisting of argillite and limestone, Paleozoic Ordovician Palmetto Formation consisting of limestone, carbonaceous argillite, siltstone and chert. The Cambrian and Paleozoic sediments have been intruded by Mesozoic granites and Tertiary rhyolite dikes and sills. In the northern portion of the Klondike Mining District, Tertiary volcanic rocks of intermediate to felsic composition consisting of flows, tuffs, lahars and agglomerates locally intruded by rhyolitic dikes, sill and plugs occur.
Klondike Southeast Project Geology
The Klondike Southeast Project is comprised of Tertiary volcanic rocks consisting of intermediate to felsic flows tuffs, lahars and agglomerates and may have been locally intruded by rhyolitic bodies and older. Adjacent to the Tertiary volcanic rocks to the west and south, older Cambrian-Paleozoic limestone, and carbonaceous argillite-siltstone sedimentary rocks occur and may be locally intruded by Tertiary rhyolitic dikes and sills.
Klondike Southeast Mineralization
At the Klondike Southeast Project, alteration of the volcanic tuffs and agglomerate rocks appears high-level, consisting of argillization and local quartz-calcite veining-stockwork and disseminated pyritization. The surrounding older Cambrian-Paleozoic rocks to the west and south are pervasively silicified and cut by quartz stockwork, and the alteration appears similar to Carlin-type systems. Mineralization in the Klondike Southeast Project area includes anomalous mineralized material in both host rock units.
GREEN MONSTER PROPERTY
The Green Monster Property is comprised of 79 located unpatented lode mining claims of approximately 1,800 acres located in the Danville Mining District, situated in Nye County, Nevada. The Green Monster Project covers formal exploratory workings on an indicated mineral showing. Mountain Gold Claims, LLC Series 16 is the registered owner of the Green Monster Project.
Location and Access
Access from Tonopah, Nevada to the Green Monster Property is gained by taking Nevada State Highway 8 eastward for 25 miles then taking the Stone Cabin Valley improved dirt road northward for 24 miles. A system of unimproved dirt roads and old drill roads runs throughout the property.
History
Previous operators including Chevron, Placer Dome, Electrum Resources, AuEx Inc. and Eldorado Gold completed several million dollars of exploration and drilling over the last several decades, including 107 shallow drill holes. The bulk of exploration was conducted by Placer Dome in the 1980s, and that exploration data is not currently available.
Physiography, Climate, Vegetation and Water
Topography on the Project is moderate with an average elevation range of 5,500 feet to 6,000 feet.
The Green Monster Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush and juniper trees. Sources of water would be available from valley wells or from nearby ranches.
Regional Geology
The property is located within the Monitor Range Mineral Belt, a broad northeast trending crustal-scale structural zone controlling horst blocks of uplifted Paleozoic sediments
Green Monster Local Geology
Gold, silver and antimony mineralization has been identified in most of the historical workings and on outcrops of altered rock. Tertiary volcanics have intruded the older Paleozoic carbonates and sediments, creating large zones of alteration and associated mineralization.
Green Monster Mineralization
Mineralization is associated with linear shears and quartz veins as well as zones of silicified limestone. The best drill intercepts from available data sources include 55 feet of 0.036 ounces per ton (opt) gold (including 10 feet of 0.11 opt gold), 30 feet of 0.023 opt gold, 20 feet of 0.029 opt gold, and 20 feet of 0.026 opt gold.
DANVILLE PROPERTY
The Danville Property is comprised of 12 located unpatented lode mining claims of approximately 240 acres located in the Danville Mining District, situated in Nye County, Nevada. The Danville Project covers formal exploratory workings on an indicated mineral showing. Mountain Gold Claims, LLC Series 16 is the registered owner of the Danville Project.
Location and Access
Access from Tonopah, Nevada to the Green Monster Property is gained by taking Nevada State Highway 8 eastward for 25 miles then taking the Stone Cabin Valley improved dirt road northward for 26 miles. A system of unimproved dirt roads and old drill roads runs throughout the property.
History
Previous work consisted of intermittent production of silver underground mines that were started in the 1860's and continued until the 1940's. Companies such as MK Gold, Mountain Gold Exploration and Electrum Resources have investigated the area in recent decades.
Physiography, Climate, Vegetation and Water
Topography on the Project is moderate with an average elevation range of 5,500 feet to 6,000 feet.
The Danville Project area is of a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of sparse sage brush and juniper trees. Sources of water would be available from valley wells or from nearby ranches.
Regional Geology
The property is located within the Monitor Range Mineral Belt, a broad northeast trending crustal-scale structural zone controlling horst blocks of uplifted Paleozoic sediments
Danville Local Geology
Gold, silver and antimony mineralization has been identified in most of the historical workings and on outcrops of altered rock. Tertiary volcanics have intruded the older Paleozoic carbonates and sediments creating large zones of alteration and associated mineralization
Danville Mineralization
Danville is a high grade silver property with associated anomalous gold-antimony-barite mineralization. The property lies within a 3 mile long 2.5 mile wide area of mineralization and alteration that extends south to the Green Monster property. Silver is the dominant mineralization associated with veins and shears, and lower grade gold is within the underlying system. Outcrop and mine assays from historical reports ranged up to 68 ounces per ton silver and 0.06 ounces per ton gold.
Property Agreements
We lease the foregoing properties pursuant to the following lease agreements:
|
1. |
Mountain Gold Claims LLC Series 8 for the Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property. |
|
2. |
Mountain Gold Claims LLC Series 16 for the Green Monster Property and Danville Property. |
Our interest in the properties is limited to our leasehold interest. During the term of the leases, we are obligated to pay all fees related thereto and indemnify the lessors from any losses incurred by the lessors. The lease agreements contain additional obligations to be performed by us during the terms of the agreements. Our leases grant us a right to purchase the underlying minerals upon completion of certain conditions described below.
Klondike North Property. On October 24, 2011, we entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Klondike North Property, which consists of 38 unpatented lode-mining claims located on BLM lands in the Klondike Mining District, Esmerelda County, Nevada. The term of the lease is 50 years. We have the right to conduct all customary mineral exploration activities in return for the following commitments:
Advanced Royalty Payments
|
Date
|
|
Payment Amount
|
|
|
Common Shares
|
|
|
Upon execution of Agreement
|
|
$
|
-
|
|
|
|
500,000
|
|
|
First Anniversary of the Agreement
|
|
|
10,000
|
|
|
|
-
|
|
|
Second Anniversary of the Agreement
|
|
|
20,000
|
*
|
|
|
-
|
|
|
Third Anniversary of the Agreement
|
|
|
30,000
|
|
|
|
-
|
|
|
Fourth Anniversary of the Agreement
|
|
|
40,000
|
|
|
|
-
|
|
|
Fifth through the tenth Anniversary
|
|
|
50,000
|
|
|
|
-
|
|
|
Eleventh Anniversary and thereafter
|
|
|
100,000
|
|
|
|
-
|
|
*The Company, with agreement from the sellers, satisfied its Second Anniversary obligation with 200,000 shares of common stock issued with a fair value of $0.10 per share in the fiscal year ended June 30, 2014.
Work Commitment
|
Lease Year
|
|
Amount
|
|
|
First Lease Year
|
|
$
|
5,000
|
|
|
Second Lease Year
|
|
|
25,000
|
|
|
Third Lease Year
|
|
|
50,000
|
|
|
Fourth Lease Year
|
|
|
75,000
|
|
|
Fifth Lease Year and thereafter
|
|
|
100,000
|
|
In addition, we are obligated to pay a net smelter royalty of 3% from the sale or production of minerals from the property. We are obligated to perform work assessments on the property required by federal and state laws. We have the right to remove all minerals from the property. We also have the right to acquire 1% of the smelter royalty for $1,000,000 and an additional 1% for $3,000,000, and we have the right to purchase the claims underlying the Agreement in consideration of $400,000.
Green Monster-Danville Property. On October 31, 2014, we entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Green Monster-Danville Property, which consists of 91 unpatented lode-mining claims located on Bureau of Land Management lands in the Danville Mining District, Nye County, Nevada. We have the right to conduct all customary mineral exploration activities in return for the following commitments:
Advanced Royalty Payments
|
Date
|
|
Payment Amount
|
|
|
Common Shares
|
|
|
Upon execution of Agreement – October 31, 2014
|
|
$
|
2,500
|
*
|
|
|
-
|
|
|
First Anniversary of the Agreement
|
|
|
5,000
|
|
|
|
-
|
|
|
Second Anniversary of the Agreement
|
|
|
10,000
|
|
|
|
-
|
|
|
Third Anniversary of the Agreement
|
|
|
20,000
|
|
|
|
-
|
|
|
Fourth Anniversary of the Agreement
|
|
|
30,000
|
|
|
|
-
|
|
|
Fifth Anniversary of the Agreement
|
|
|
40,000
|
|
|
|
-
|
|
|
Sixth Anniversary through the tenth anniversary
|
|
|
50,000
|
|
|
|
-
|
|
|
Eleventh Anniversary through the fifteenth
|
|
|
75,000
|
|
|
|
-
|
|
|
Sixteenth Anniversary and thereafter
|
|
|
100,000
|
|
|
|
-
|
|
*Plus reimbursement of the 2014 -15 BLM Annual Maintenance Fee of $12,245 and Nye County Notice to Intent to Hold Fee of $834, which has been paid.
Work Commitment
|
Lease Year
|
|
Amount
|
|
|
First Lease Year
|
|
$
|
5,000
|
|
|
Second Lease Year
|
|
|
10,000
|
|
|
Third Lease Year and thereafter
|
|
|
50,000
|
|
In addition, we are obligated to pay a net smelter royalty of 2% from the sale or production of minerals from the property. We are obligated to perform work assessments on the property required by federal and state laws. We have the right to remove all minerals from the property. We also have the right to purchase the claims underlying the Agreement in consideration of $5,000,000 if the purchase is made on or before October 31, 2019 or $10,000,000 if the purchase is made after October 31, 2019.
Supplies
Supplies and manpower are readily available for exploration of the claims.
Other
Other than our interest in the leased claims, we own no other property.
Other Exploration
We plan on conducting geological mapping and additional rock chip and soil sampling, underground rock chip sampling, and, if necessary, hand trenching work to expose bedrock. The object of this work will be to determine if there is an economically recoverable gold or silver resource on the properties. All sample locations will be marked and mapped. The initial phase of work will provide enough information to allow the company to decide whether or not to proceed to the next phase of exploration and warrant follow up drilling. We will plot all sample locations on enlarged topographic maps and provide GPS with these locations. Thereafter we will begin reverse circulation or core drilling if a decision to perform exploratory drilling is made.
Funds will be used for GIS/drafting and data compilation work, land-claim research compilation, claim surveying, staking and recording, grid surveying and installation, sample collecting, hand trenching, geological mapping, supplies, shipping, lab costs, meals, lodging, truck fuel and mileage expenses and labor.
We must conduct exploration to determine what amount of minerals, if any, exist on the properties we lease and if any minerals which are found can be economically extracted and profitably processed. Our interest in the properties is limited to our leasehold interest. Our leases, however, grant us a right to purchase the underlying minerals upon completion of certain conditions.
The properties are undeveloped raw land. Exploration and surveying has not been initiated until we raise additional money. That is because we do not have money to complete exploration.
Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred, we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can't predict what that will be until we find mineralized material.
We do not claim to have any minerals or reserves whatsoever at this time on any of the claims.
We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. We may or may not find an ore body. We hope we do, but it is impossible to predict the likelihood of such an event. We have the right to prospect, explore, test, develop, work and mine the claims. The overwhelming likelihood is that there is no ore body on our mineral claims. In addition, the nature and direction of the exploration may change depending upon initial results.
We do not have any plan to take our company to revenue generation. That is because we have not found economic mineralization yet, and it is impossible to project revenue generation.
Competitive Factors
The mining industry is fragmented. There are many mine prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the claims. We will either find gold or silver on the claims or not. If we do not, we may cease or suspend operations. We are one of the smaller exploration companies in existence. We are a small participant in the precious metals mining market. Readily available markets exist in the United States and around the world for the sale of precious metals. Therefore, we will be able to sell any precious metals that we are able to recover.
Rental Fee Requirement
We are obligated under our property lease agreements to pay the yearly rental or maintenance fees. The Federal government's Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the BLM. All claimants must pay a yearly maintenance fee of $155 per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the BLM by August 31, of each year. We have paid this fee for all claims through August 31, 2015. The assessment year ends on noon of September 1 of each year. The initial maintenance fee is paid at the time the Notice of Location is filed with the BLM and covers the remainder of the assessment year in which the claim was located. There are no exemptions from the initial fee. Some claim holders may qualify for a Small Miner Exemption waiver of the maintenance fee for assessment years after the year in which the claim was located. We do not qualify for a Small Miner Exemption. The following sets forth the BLM fee schedule:
|
Fee Schedule (per claim)
|
|
|
Location Fee
|
|
$
|
30.00
|
|
|
Maintenance Fee
|
|
$
|
155.00
|
|
|
Service Charges
|
|
$
|
10.00
|
|
|
Transfer Fee
|
|
$
|
5.00
|
|
|
Proof of Labor
|
|
$
|
5.00
|
|
|
Notice of Intent to Hold
|
|
$
|
10.50
|
|
|
Transfer of Interest
|
|
$
|
10.00
|
|
|
Amendment
|
|
$
|
5.00
|
|
|
Petition for Deferment of Assessment Work
|
|
$
|
25.00
|
|
|
Notice of Intent to Locate on Stock Raising Homestead land
|
|
$
|
25.00
|
|
The BLM regulations provide for three types of operations on public lands: 1. Casual Use level, 2. Notice level, and 3. Plan of Operation level.
1. Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.
2. Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.
3. Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.
Operators are encouraged to conduct a thorough inventory of the claims to determine the full extent of any existing disturbance and to meet with field office personnel at the site before developing an estimate. The inventory should include photographs taken before and after any mining activity.
If an operator constructs access or uses an existing access way for an operation and would object to BLM blocking, removing, or claiming that access, then the operator must post a financial guarantee that covers the reclamation of the access.
Concurrence by the BLM for occupancy is required whenever residential occupancy is proposed or when fences, gates, or signs will be used to restrict public access or when structures that could be used for shelter are placed on a claim. It is the claimant's responsibility to prepare a complete notice or plan of operators.
Mining Claims on State Land
The Nevada law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Nevada trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.
We will secure all necessary permits for exploration and, if development of a claim is warranted, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.
We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.
We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the claims.
Subcontractors
We intend to use the services of subcontractors for certain exploration work on the properties we lease when deemed necessary. Our interest in the properties is limited to our leasehold interest. Our leases, however, grant us a right to purchase the underlying minerals upon completion of certain conditions. The members of our Technical Advisory Committee will conduct the majority of the surveying, exploration, and excavating of the property. Patrick Smith, Thomas Callicrate and Roger Walther are the members of the Technical Advisory Committee. Further, we will hire geologists and engineers as independent contractors on an as needed basis. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future outside of the existing members of our management team and advisory committee. Accordingly, we cannot determine at this time the precise number of people we will retain to perform the foregoing services. Lane Griffin, our president, will handle our administrative duties.
Employees and Employment Agreements
At present, only one of our officers/directors is a full-time employee and will devote all of his time to our operations. That person is Lane Griffin, our president. One other officer, Erik Panke is a part-time employee and will devote about 20% of his time or eight hours per week to our operation. Mr. Panke will perform the accounting and bookkeeping services for the corporation. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future.
Claim Interests and Mining Claims in General
Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the BLM or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.
Reclamation
We generally are required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.
Government Regulation
Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will obtain the licenses, permits or other authorizations currently required to conduct our exploration program. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in Idaho, Nevada and the United States.
Our mineral exploration program is subject to the regulations of the BLM. The prospecting on the claims are provided under the existing 1872 Mining Law, and all permits for exploration and testing must be obtained through the local BLM office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by our exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.
While conducting surface exploration, we will not utilize heavy equipment. Accordingly, the only BLM regulations that require our compliance will be removal of all portable equipment, cleanup and removal of all trash, and reclamation of all disturbance. If heavy equipment is to be used in the next phase of exploration, including drilling, we will have to comply with all County and BLM environmental regulations involved with either a Notice of Intent to Operate or Plan of Operations which relate to undue and unnecessary degradation of land, minimize cut and fill on roads, legal disposal of any tailings and waste should any major disturbance be generated, plugging of all drill holes in accordance with all county, state and federal regulations and reclamation of all disturbance.
We believe there will be no adverse affect on us as a result of complying with the governmental regulations, and at our current stage of operations, we do not anticipate any costs related to the governmental regulations.
Environment Regulations
Our activities are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. We intend to conduct business in a way that safeguards public health and the environment. We will conduct our operational compliance with applicable laws and regulations.
Changes to current state or federal laws and regulations, where we intend to operate could in the future require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our project.
During 2014 and 2015 to date, there were no material environmental incidents or non-compliance with any applicable environmental regulations on the properties.
Our Office
Our office is located at 1220 Big Creek Road, Kellogg, Idaho 83837. This is also our mailing address. The telephone number is (206) 790-3346. We lease the aforementioned office space from Shoshone Development LLC pursuant to a verbal lease agreement. The term of the lease is month to month, and our monthly rent is $0.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS. |
None.
None.
| ITEM 3. |
LEGAL PROCEEDINGS. |
We are not presently a party to any litigation.
| ITEM 4. |
MINE SAFETY DISCLOSURES. |
None.
| ITEM 5. |
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Our common stock commenced trading on the over-the-counter Bulletin Board on August 20, 2013. It currently trades under the symbol "IDAH". Following is a table of the high bid price and the low bid price for each quarter during the last two years.
|
Fiscal Year – 2015
|
High Bid
|
Low Bid
|
|
First Quarter, Ending September 30, 2014
|
$
|
0.22
|
$
|
0.11
|
|
Second Quarter, Ending December 31, 2014
|
$
|
0.25
|
$
|
0.13
|
|
Third Quarter, Ending March 31, 2015
|
$
|
0.16
|
$
|
0.11
|
|
Fourth Quarter, Ending June 30, 2015
|
$
|
0.135
|
$
|
0.05
|
| |
|
|
|
|
|
Fiscal Year – 2014
|
High Bid
|
Low bid
|
|
First Quarter, Ending September 30, 2013
|
$
|
0.00
|
$
|
0.00
|
|
Second Quarter, Ending December 31, 2013
|
$
|
0.25
|
$
|
0.11
|
|
Third Quarter, Ending March 31, 2014
|
$
|
0.20
|
$
|
0.11
|
|
Fourth Quarter, Ending June 30, 2014
|
$
|
0.18
|
$
|
0.10
|
Holders of Our Common Stock
Currently, we have 144 holders of record of our common stock.
Dividends
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers' duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers' rights and remedies in cases of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity compensation plans, and accordingly we have no shares authorized for issuance under an equity compensation plan.
| ITEM 6. |
SELECTED FINANCIAL DATA. |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| ITEM 7. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. |
This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are considered to be in the development stage, as defined in Accounting Standards Codification Topic 915. We have been in the development stage since our inception. We have had no source of revenue, we have incurred operating losses since inception and at June 30, 2015 had working capital of $62,613.
Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. We have only conducted limited exploration activities on our leased properties to date.
We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find.
We have allocated a range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not generally provide as much information about the underlying rocks. If warranted, core drilling would follow reverse circulation drilling.
If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves. Only if we have reserves will we consider developing the property.
If, through early stage exploration, we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, such as a public offering, a private placement of securities, or loans.
We will be conducting research in the form of exploration of the properties. Our exploration program is explained in as much detail as possible in the business section of this report. We are not planning to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.
We intend to solicit interest from other companies should we discover mineralized materials on our properties, or we may elect to develop the properties ourselves.
If we are unable to complete any phase of exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations.
We do not intend to hire additional employees at this time. Any work that would be conducted on a property that we may secure will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
Below are the aggregate annual payments due on the properties in the next twelve months as stated in the three signed lease agreements. These payments are included in our 12-month expense list and are comprised of Lease Agreements, Work Commitments and BLM & county claim fees.
| |
|
Advance Royalty
Payment
|
|
Payment
Due Date
|
|
Work
Commitment
|
|
|
BLM & County
Claim Fees
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Klondike Lease
|
|
$
|
40,000
|
|
10/24/15
|
|
$
|
75,000
|
|
|
$
|
22,016
|
|
|
Green Monster - Danville Lease
|
|
$
|
5,000
|
|
10/31/15
|
|
$
|
5,000
|
|
|
$
|
15,069
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
45,000
|
|
|
|
$
|
80,000
|
|
|
$
|
37,085
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total aggregate annual payments
|
|
$
|
162,085
|
|
|
|
|
|
|
|
|
|
|
Plan of Operation - Milestones
During the next twelve months we plan to spend funds from our working capital balance of $62,613 and additional capital raised as follows:
|
Estimated Time
|
|
Cost
|
|
|
Research (1)
|
All 12 months
|
|
$
|
5,000
|
|
|
Maintenance Fees (2)
|
1 month
|
|
$
|
37,085
|
|
|
Exploration (3)
|
All 12 months
|
|
$
|
100,000
|
|
|
Salaries (4)
|
All 12 months
|
|
$
|
64,000
|
|
|
Accounting (5)
|
All 12 months
|
|
$
|
20,000
|
|
|
Office Expenses (6)
|
All 12 months
|
|
$
|
5,000
|
|
|
Advance Royalty Payments and Work Commitments
on Leased Properties (7)
|
All 12 months
|
|
$
|
125,000
|
|
| |
(1)
|
Costs related to the examination of potential property acquisitions.
|
| |
(2)
|
Costs of annual claim maintenance fees. NOTE: These fees were paid in August 2015.
|
| |
(3)
|
Costs related to exploration drilling, trenching and surface sampling.
|
| |
(4)
|
Salaries to be paid to officers of the corporation; may be paid in common stock or cash.
|
| |
(5)
|
Costs for accounting and auditing services.
|
| |
(6)
|
Costs of stationary, mail, telephone & other office supplies.
|
| |
(7)
|
Costs for the next twelve months for Advance Royalty Payments and Work Commitments due on the
Klondike and Green Monster-Danville properties.
|
Limited Operating History; Need for Additional Capital
We do not have sufficient funds available to complete our plan of operations and may have to cease or suspend operations until we raise additional funds. Our auditors have issued a going concern opinion, and there is substantial doubt about our ability to continue as a going concern, as disclosed in the notes to our financial statements.
We have no operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have generated only limited revenues from operations. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
We will have to retain experts to assist in developing the properties we lease and in locating additional appropriate projects. Our interest in the properties is limited to our leasehold interest. Our leases, however, grant us a right to purchase the underlying minerals upon completion of certain conditions. In order to assist in deciding if we should invest in a particular project, we will first need to be provided with at least the following:
|
*
|
A description of the project and the location of the property;
|
|
*
|
The lands that will be subject to the exploration project;
|
|
*
|
The royalties, net profit interest or other charges applicable to the subject lands;
|
|
*
|
The estimated cost of any geophysical work contemplated; and
|
|
*
|
The estimated acquisition costs, exploration costs and development costs of the property.
|
To become profitable and competitive, we will have to conduct research and exploration of the properties we have acquired.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
For the fiscal year ended June 30, 2015, we generated revenues of $175,752 and a loss from operations of $455,672, compared to revenues of $46,255 and a loss from operations of $237,800 for the same period in 2014. The increase in revenue is due to work performed under the alliance program with Coeur. The increase in loss from operations is due to increased exploration costs on our leased properties, including a small drilling program on the Eagleville Property. Operating expenses were $631,424 for the fiscal year ended June 30, 2015, compared to $284,055 for the same period in 2014. Exploration, wages, accounting, and legal costs were higher in 2015 than in 2014, accounting for the difference.
Material Changes in Financial Condition
At June 30, 2015, we had assets of $146,665, including cash of $55,699, compared to assets of $526,570, including cash of $310,749, at June 30, 2014. In 2014, we raised capital via an equity raise, and in 2015, we incurred increased exploration costs.
Liquidity and Capital Resources
Since our inception on January 22, 2007, we have issued 13,440,683 restricted shares of common stock and 3,756,667 redeemable warrants. The warrants that are issued and outstanding as at June 30, 2015 are as follows:
|
Warrants to Purchase
Common Shares
|
|
|
Exercise Price*
|
|
Expiration Date
|
| |
1,462,500
|
|
|
$
|
0.25
|
|
September 1, 2016
|
| |
666,667
|
|
|
|
0.30
|
|
March 4, 2017
|
| |
1,627,500
|
|
|
|
0.25
|
|
November 1, 2016
|
Included in the foregoing are 850,000 shares of common stock on October 30, 2007, 300,000 shares of common stock on December 4, 2007, and 100,000 shares on January 10, 2008. These shares were issued to our officers, directors, and founders in consideration of $6,000. The foregoing 1,250,000 shares of common stock were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended.
In November 2011, we issued 1,600,000 restricted shares of common stock to 21 persons at a price of $0.02 per share for a total of $32,000. The 21 persons were all accredited investors.
In July 2012, we completed a private placement of 2,925,000 Units. Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant. The warrants expire on September 1, 2016. Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof. If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice. The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.
In June 2014, we completed a private placement of 3,100,000 Units. Each Unit was comprised of one (1) restricted share of common stock and one (1) redeemable stock purchase warrant. The exercise period of the warrants is three (3) years from November 1, 2013. Two (2) warrants plus $0.25 are convertible into one (1) restricted share of common stock. The warrants are redeemable by us upon thirty (30) days written notice to the holder thereof. If we issue such notice and the holder does not exercise the Redeemable Warrants during the 30 day period, the Redeemable Warrants will terminate thirty (30) days from the date of the notice. The sale of the Units was made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.
During the next twelve months, we will be required to spend $45,000 on property leases and spend a minimum of $80,000 on property exploration. These expenses are included in the amounts listed under "Plan of Operation – Milestones." See "Property Agreements" for lease payments required after twelve months.
As of June 30, 2015, our total assets were $146,665, and our total liabilities were $55,253. We had cash of $55,699 at June 30, 2015.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.
Contractual Obligations
| |
|
Payments Due by Period
|
|
|
Contractual Obligations
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 – 3 years
|
|
|
3 – 5 years
|
|
|
More than
5 years
|
|
|
Long-Term Debt Obligations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Capital Lease Obligations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Operating Lease Obligations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Purchase Obligations
|
|
|
2,063
|
|
|
|
2,063
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Other Long-Term Liabilities Reflected on the
Registrant's Balance Sheet under GAAP
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Total
|
|
|
2,063
|
|
|
|
2,063
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Critical Accounting Estimates
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and the reported amount of revenues and expenses during the period. All of our significant accounting policies and estimates are described in note 2 of the June 30, 2015 audited financial statements. We consider the following policies as being critical with regard to the impact estimates and changes in estimates could have on our financial condition, changes in financial condition or results of operations.
Mineral Property Costs - The Company has been in the exploration stage since its inception on January 22, 2007. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment when a triggering event occurs. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Revenue Recognition – Revenue received from exploration contracts is recognized when the contract has been established, the services are rendered and collection of payment is deemed probable.
Stock Based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity based payments to non-employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Under the JOBS Act, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates.
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
IDAHO NORTH RESOURCES CORP.
| |
Index
|
| |
|
|
|
F-1
|
| |
|
|
FINANCIAL STATEMENTS
|
|
| |
|
F-2
|
| |
|
F-3
|
| |
|
F-4
|
| |
|
F-5
|
| |
|
|
|
F-6
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Idaho North Resources Corporation:
We have audited the accompanying balance sheets of Idaho North Resources Corporation ("the Company") as of June 30, 2015 and 2014, and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Idaho North Resources Corporation as of June 30, 2015 and 2014, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred substantial losses, has no recurring source of revenue, and has an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
DECORIA, MAICHEL & TEAGUE, P.S.
DeCoria, Maichel & Teague, P.S.
Spokane, Washington
September 23, 2015
IDAHO NORTH RESOURCES CORPORATION
BALANCE SHEETS
| |
|
June 30,
2015
|
|
|
June 30,
2014
|
|
| |
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash
|
|
$
|
55,699
|
|
|
$
|
310,749
|
|
|
Accounts receivable
|
|
|
4,620
|
|
|
|
49,815
|
|
|
Prepaid expenses
|
|
|
4,357
|
|
|
|
43,006
|
|
|
Total Current Assets
|
|
|
64,676
|
|
|
|
403,570
|
|
| |
|
|
|
|
|
|
|
|
|
Reclamation bond
|
|
|
9,489
|
|
|
|
-
|
|
|
Mineral interests
|
|
|
72,500
|
|
|
|
123,000
|
|
| |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
146,665
|
|
|
$
|
526,570
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
2,063
|
|
|
$
|
1,875
|
|
|
Deposits
|
|
|
-
|
|
|
|
43,560
|
|
|
Total Current Liabilities
|
|
|
2,063
|
|
|
|
45,435
|
|
| |
|
|
|
|
|
|
|
|
|
Common stock payable (note 6)
|
|
|
53,190
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
55,253
|
|
|
|
45,435
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Commitments (note 7)
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.05 par value, 10,000,000 shares authorized, 0 outstanding
as of June 30, 2015 and 2014, respectively
|
|
|
-
|
|
|
|
-
|
|
|
Common stock, $0.01 par value, 100,000,000 common shares authorized,
13,440,683 and 12,944,333 shares outstanding as of June 30, 2015
and 2014, respectively
|
|
|
134,406
|
|
|
|
129,443
|
|
|
Additional paid-in capital
|
|
|
874,578
|
|
|
|
813,592
|
|
|
Accumulated deficit
|
|
|
(917,572
|
)
|
|
|
(461,900
|
)
|
|
Total Stockholders' Equity
|
|
|
91,412
|
|
|
|
481,135
|
|
| |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
|
|
$
|
146,665
|
|
|
$
|
526,570
|
|
The accompanying notes are an integral part of these financial statements.
IDAHO NORTH RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
| |
|
For the years ended
|
|
| |
|
June 30,
2015
|
|
|
June 30,
2014
|
|
| |
|
|
|
|
|
|
|
REVENUE:
|
|
|
|
|
|
|
|
Exploration services income
|
|
$
|
175,752
|
|
|
$
|
46,255
|
|
| |
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Exploration services expense
|
|
|
126,194
|
|
|
|
42,050
|
|
|
Other exploration expenditures
|
|
|
196,103
|
|
|
|
56,792
|
|
|
Impairment of mineral interests
|
|
|
119,000
|
|
|
|
-
|
|
|
General and administrative expenses
|
|
|
190,127
|
|
|
|
185,213
|
|
|
Total Operating Expenses
|
|
|
631,424
|
|
|
|
284,055
|
|
| |
|
|
|
|
|
|
|
|
|
Loss from Operations
|
|
|
(455,672
|
)
|
|
|
(237,800
|
)
|
| |
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(455,672
|
)
|
|
$
|
(237,800
|
)
|
| |
|
|
|
|
|
|
|
|
|
Net Loss per Common Share
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
13,318,272
|
|
|
|
8,765,064
|
|
The accompanying notes are an integral part of these financial statements.
IDAHO NORTH RESOURCES CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
| |
|
|
|
|
Additional
|
|
|
|
|
|
|
|
| |
|
Common Shares
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
|
|
| |
|
Number
|
|
|
Par Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2013
|
|
|
7,661,000
|
|
|
$
|
76,610
|
|
|
$
|
296,865
|
|
|
$
|
(224,100
|
)
|
|
$
|
149,375
|
|
|
Common stock issued for mineral property
|
|
|
300,000
|
|
|
|
3,000
|
|
|
|
27,000
|
|
|
|
-
|
|
|
|
30,000
|
|
|
Common stock issued for services
|
|
|
550,000
|
|
|
|
5,500
|
|
|
|
73,000
|
|
|
|
-
|
|
|
|
78,500
|
|
|
Common stock and warrants issued for cash
|
|
|
4,433,333
|
|
|
|
44,333
|
|
|
|
465,667
|
|
|
|
-
|
|
|
|
510,000
|
|
|
Share issuance cost
|
|
|
-
|
|
|
|
-
|
|
|
|
(48,940
|
)
|
|
|
-
|
|
|
|
(48,940
|
)
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(237,800
|
)
|
|
|
(237,800
|
)
|
|
Balance, June 30, 2014
|
|
|
12,944,333
|
|
|
|
129,443
|
|
|
|
813,592
|
|
|
|
(461,900
|
)
|
|
|
481,135
|
|
|
Common stock issued for mineral property
|
|
|
300,000
|
|
|
|
3,000
|
|
|
|
33,000
|
|
|
|
-
|
|
|
|
36,000
|
|
|
Common stock issued for services
|
|
|
196,350
|
|
|
|
1,963
|
|
|
|
27,986
|
|
|
|
-
|
|
|
|
29,949
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(455,672
|
)
|
|
|
(455,672
|
)
|
|
Balance, June 30, 2015
|
|
|
13,440,683
|
|
|
$
|
134,406
|
|
|
$
|
874,578
|
|
|
$
|
(917,572
|
)
|
|
$
|
91,412
|
|
The accompanying notes are an integral part of these audited financial statements.
IDAHO NORTH RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
| |
|
For the years ended
|
|
| |
|
June 30,
2015
|
|
|
June 30,
2014
|
|
| |
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(455,672
|
)
|
|
$
|
(237,800
|
)
|
| |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities :
|
|
|
|
|
|
|
|
|
|
Common stock issued and payable for services and compensation
|
|
|
83,139
|
|
|
|
78,500
|
|
|
Impairment of mineral interests
|
|
|
119,000
|
|
|
|
-
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
45,195
|
|
|
|
(49,815
|
)
|
|
Prepaid expenses
|
|
|
38,649
|
|
|
|
(43,006
|
)
|
|
Accounts payable and other current liabilities
|
|
|
(43,372
|
)
|
|
|
43,581
|
|
| |
|
|
|
|
|
|
|
|
|
Cash used in operating activities
|
|
|
(213,061
|
)
|
|
|
(208,540
|
)
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Acquisition of mineral interests
|
|
|
(32,500
|
)
|
|
|
(25,000
|
)
|
|
Acquisition of reclamation bond
|
|
|
(23,721
|
)
|
|
|
-
|
|
|
Refund of reclamation bond
|
|
|
14,232
|
|
|
|
-
|
|
|
Cash used in investing activities
|
|
|
(41,989
|
)
|
|
|
(25,000
|
)
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Sales of common stock and warrants
|
|
|
-
|
|
|
|
510,000
|
|
|
Share issuance cost
|
|
|
-
|
|
|
|
(48,940
|
)
|
|
Cash provided by financing activities
|
|
|
-
|
|
|
|
461,060
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
(255,050
|
)
|
|
|
227,520
|
|
| |
|
|
|
|
|
|
|
|
|
Cash, beginning of year
|
|
|
310,749
|
|
|
|
83,229
|
|
| |
|
|
|
|
|
|
|
|
|
Cash, end of year
|
|
$
|
55,699
|
|
|
$
|
310,749
|
|
| |
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Common stock issued for mineral interests
|
|
$
|
36,000
|
|
|
$
|
30,000
|
|
The accompanying notes are an integral part of these financial statements.
IDAHO NORTH RESOURCES CORPORATION
Notes to Financial Statements
As of June 30, 2015
1. NATURE AND CONTINUANCE OF OPERATIONS
Idaho North Resources Corporation ("the Company") was incorporated under the laws of Idaho in 2007. The Company is engaged primarily in acquiring and exploring prospective precious metals mining properties in the western United States.
2. BASIS OF PRESENTATION
a) Basis of presentation - This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States ("US GAAP") and have been consistently applied in the preparation of the financial statements.
b) Estimates and Assumptions - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of American requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period, which include impairment of mineral interests and stock based compensation. Actual results could differ from these estimates and assumptions and could have a material effect on the Company's reported financial position and results of operations.
c) Cash and cash equivalents - Cash equivalents include cash on hand and in banks. The Company also considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
d) Mineral Property Costs-The Company has been in the exploration stage since its inception on January 22, 2007. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under Accounting Standards Codification ("ASC") 360, Property, Plant, and Equipment when a triggering event occurs. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
e) Asset Retirement Obligations-The Company records the fair value of an asset retirement obligation as a liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets that result from the acquisition, construction, development and/or normal use of assets in accordance with ASC 440 Asset Retirement and Environmental Obligations. The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. As of June 30, 2015 and 2014, the Company has not incurred any asset retirement obligations.
f) Financial Instruments- ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash and reclamation bonds.
Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets.
g) Revenue Recognition - Revenue received from exploration contracts is recognized when the contract has been established, the services are rendered and collection of payment is deemed probable.
h) Stock Based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity-Based Payments to Non-Employees, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
i) Income Taxes – Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end. A valuation allowance is recorded against the deferred tax asset if management believes it is more likely than not that some portion of all of the deferred tax assets will not be realized. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740, Income Taxes, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have been fully reserved for in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
j) Basic and Diluted Net Earnings (Loss) Per Share- The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
k) Recent Accounting Pronouncements-The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In June 2014, the Financial Accounting Standards Board ("FASB") published Accounting Standards Update No. 2014-10, an amendment of the FASB Accounting Standards Codification. The amendments in the Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements of development stage companies to (1) present inception-to-date information in the statements of operation, cash flows, and stockholders' equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 15, 2014, with early adoption permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued.
The Company elected to early adopt the amendments, beginning with the June 30, 2014 financial statements.
3. GOING CONCERN
As shown in the accompanying interim financial statements, the Company had a net loss of $455,672 for the year ended June 30, 2015 and an accumulated deficit of $917,572 at June 30, 2015. There is substantial doubt about the Company's ability to continue as a going concern.
The Company intends to raise additional capital either through debt or equity financing. The interim 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.
4. EARNINGS PER SHARE
For the years ended June 30, 2015 and 2014, the effect of the Company's potential issue of 3,756,667 shares from the exercise of outstanding warrants (see note 6) and the issuance of 521,550 shares for common stock payable would have been anti-dilutive. Accordingly, basic net loss per share is the same as diluted at June 30, 2015 and 2014.
5. CENTRAL NEVADA EXPLORATION PROGRAM and EARN-IN AGREEMENT
In the first calendar quarter of 2014, the Company completed a private placement and signed a letter of intent to enter into an exploration program agreement with Coeur Mining Inc. ("Coeur"). Coeur purchased 1,333,333 units at $0.15 per unit, for a total of $200,000. Each unit consists of one common share and one warrant. Two warrants plus $0.30 allow Coeur to purchase one common share. The warrants expire in March 2017. At June 30, 2015, Coeur owned 9.92% of the Company's shares.
On October 2, 2014, the Company signed the definitive Exploration Program Agreement (the "Agreement") with Coeur. The Agreement calls for Coeur to fund a Central Nevada Exploration Program within a specified Area of Interest for a three-year period. During the Agreement period, Coeur will have the right to select target properties identified and acquired or appropriated by IDAH, and earn a 60% interest in the target properties by meeting certain minimum investment and other requirements, with the option to acquire an additional 20% or 40%, giving Coeur 80% or 100% ownership. Prior to selection of any target properties, Coeur will pay certain consulting and field-related costs associated with the Program, along with a 10% administrative fee to the Company. The Company recognized exploration service income of $175,752 and $46,255 for the years ended June 30, 2015 and 2014, respectively, for exploration costs and administrative fees.
On October 21, 2014, the Company signed an Earn-In Option Agreement (the "Earn-In") with Coeur for the Klondyke area, Nevada. Pursuant to the terms of the Earn-In, Coeur may exercise its option to acquire an initial 60% interest in the target properties by spending a minimum of $2 million in exploration and development expenses on the target properties over a 3-year period and completing a NI 43-101 compliant Technical Report. During the Earn-In period, Coeur has the option to acquire the Company's entire interest in the target properties, subject to terms of the Earn-In. Upon completion of the earn-in requirements, the parties will form a limited liability company for purposes of further exploration, development, and mining of the target properties, with Coeur having a 60% membership interest and the Company having a 40% membership interest. Within 60 days following the formation of the limited liability company, Coeur may exercise an option to acquire an additional 20% of the outstanding ownership interest by meeting certain minimum investment and other requirements. Coeur may then acquire the remaining 20% ownership for a purchase price to be determined by a qualified third-party valuation firm reasonably acceptable to both Coeur and the Company. As operator, the Company will conduct the exploration, development, and related work at the target properties under budgets approved by Coeur.
6. COMMON STOCK AND WARRANTS
a) Common Stock:
FY 2014 Activity
In July 2013, the Company issued 100,000 common shares pursuant to a mining lease agreement at a fair value, based on the quoted market price of common shares, of $0.10 per share. The Company accounted for $10,000 as mineral interests.
In October 2013, the Company issued 200,000 common shares for services at a fair value, based on the quoted market price of common shares, of $0.10 per share.
In October 2013, the Company issued 200,000 common shares pursuant to a mining lease agreement at a fair value, based on the quoted market price of common shares, of $0.10 per share. The Company accounted for $20,000 as mineral interests.
In March 2014, the Company issued 300,000 common shares for services at a fair value, based on the quoted market price of common shares, of $0.10 per share.
In March 2014, the Company sold 1,333,333 common shares and warrants at $0.15 per unit for proceeds of $200,000 (see note 5).
During the twelve months ended June 30, 2014, the Company sold 3,100,000 common shares and warrants at $0.10 per unit for gross proceeds of $310,000 ($261,060 net of $48,940 in offering costs). 155,000 broker's warrants were issued at the same terms as the private placement.
In June 2014, the Company issued 50,000 common shares for services at a fair value, based on the quoted market price of common shares, of $0.15 per share.
FY 2015 Activity
In July 2014, the Company issued 300,000 common shares pursuant to a mining lease agreement at a fair value, based on the quoted market price of common shares, of $0.12 per share.
In November 2014, the Company issued 11,350 common shares for compensation at a fair value, based on the quoted market price of common shares, of $0.15 per share.
In November 2014, the Company approved the award of 50,000 common shares for director compensation at a fair value, based on the quoted market price of common shares, of $0.16 per share. The shares were issued in January 2015.
In December 2014, the Company approved the award of 135,000 common shares for director and CFO compensation at a fair value, based on the quoted market price of common shares, of $0.15 per share. The shares were issued in January 2015.
In January 2015, the Company approved the award of 13,605 common shares for compensation to a consultant at a fair value, based on the quoted market price of common shares, of $0.147 per share. The expense was recorded as common stock payable.
In March 2015, the Company approved the award of 44,445 and 9,000 common shares for compensation to the CEO and consultants at a fair value, based on the quoted market price of common shares, of $0.135 and $0.11 per share, respectively. The expense was recorded as common stock payable.
In April 2015, the Company approved the award of 280,000 common shares for compensation to the CEO and a consultant at a fair value, based on the quoted market price of common shares, of $0.10. The expense was recorded as common stock payable.
In May 2015, the Company approved the award of 76,000 common shares for compensation to the CEO and a consultant at a fair value, based on the quoted market price of common shares, of $0.10. The expense was recorded as common stock payable.
In June 2015, the Company approved the award of 107,500 common shares for compensation to the CEO and consultants, at a fair value, based on the quoted market price of common shares, of $0.08. The expense was recorded as common stock payable.
b) Warrants
| |
|
Warrants to
Purchase
Common Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Outstanding at June 30, 2013
|
|
|
1,462,500
|
|
|
$
|
0.25
|
|
|
Issued March 2014
|
|
|
666,667
|
|
|
|
0.30
|
|
|
Issued June 2014
|
|
|
1,627,500
|
|
|
|
0.25
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding at June 30, 2014 and June 30, 2015
|
|
|
3,756,667
|
|
|
$
|
0.26
|
|
The warrants that are issued and outstanding as at June 30, 2015 are as follows:
|
Warrants to Purchase
Common Shares
|
|
|
Exercise Price
|
|
Expiration Date
|
| |
1,462,500
|
|
|
$
|
0.25
|
|
September 1, 2016*
|
| |
666,667
|
|
|
|
0.30
|
|
March 4, 2017
|
| |
1,627,500
|
|
|
|
0.25
|
|
November 1, 2016
|
*These warrants were set to expire on March 1, 2015. In February 2015, the Company extended the expiration date of these warrants an additional 18 months, to September 1, 2016.
7. MINERAL PROPERTY COMMITMENTS - RELATED PARTY
For the following properties, the related party is a shareholder (not an officer or director) who exercises voting rights over 9.1% percent of the Company's common stock. He is also the Company's consulting geologist and a member of the Company's Technical Advisory Committee. The Eagleville Property has an additional related party who serves as the Company's CEO and Chairman of its Board of Directors and controls less than 4% of the Company's common stock. The Company has satisfied its work commitments on all properties to date. Work commitments include, but are not limited to, annual claim fees, exploration, mapping, sampling, drilling and administration costs.
Klondike North Property. On October 24, 2011, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Klondike North Property, which consists of 38 unpatented lode-mining claims located on Bureau of Land Management lands in the Klondike Mining District, Esmerelda County, Nevada. The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:
Advanced Royalty Payments
|
Date
|
|
Payment Amount
|
|
|
Common Shares
|
|
|
Upon execution of Agreement – October 24, 2011
|
|
$
|
-
|
|
|
|
500,000
|
|
|
First Anniversary of the Agreement – 2012
|
|
|
10,000
|
|
|
|
-
|
|
|
Second Anniversary of the Agreement – 2013
|
|
|
20,000
|
*
|
|
|
-
|
|
|
Third Anniversary of the Agreement – 2014
|
|
|
30,000
|
|
|
|
-
|
|
|
Fourth Anniversary of the Agreement – 2015
|
|
|
40,000
|
|
|
|
-
|
|
|
Fifth through the tenth Anniversary
|
|
|
50,000
|
|
|
|
-
|
|
|
Eleventh Anniversary and thereafter
|
|
|
100,000
|
|
|
|
-
|
|
The Company valued the 500,000 shares issued for the above acquisition of mineral rights at $0.02, based on the most recent sale of common shares, and recorded $10,000 as mineral property in the fiscal year ended June 30, 2012.
*The Company, with agreement from the sellers, satisfied its Second Anniversary obligation with 200,000 shares of common stock issued with a fair value of $0.10 per share in the fiscal year ended June 30, 2014.
Work Commitment
|
Lease Year
|
|
Amount
|
|
|
First Lease Year
|
|
$
|
5,000
|
|
|
Second Lease Year
|
|
|
25,000
|
|
|
Third Lease Year
|
|
|
50,000
|
|
|
Fourth Lease Year
|
|
|
75,000
|
|
|
Fifth Lease Year and thereafter
|
|
|
100,000
|
|
Divide Property. In February 2015, the Company terminated its Exploration and Mining Lease and Option to Purchase Agreement for the Divide Property and returned the underlying claims to the lessor and recorded an impairment charge for the full capitalized cost of $32,000 for the mineral interests. The Company dropped the Divide Property in order to focus its resources on its remaining properties.
Eagleville Property. In June 2015, the Company notified the lessors that it would terminate its Exploration and Mining Lease and Option to Purchase Agreement for the Eagleville Property in July 2015. The Company subsequently did so and returned the underlying claims to the lessors and recorded an impairment charge for the full capitalized cost of $87,000 for the mineral interests. The Company dropped the Eagleville Property in order to focus its resources on its remaining properties.
Green Monster-Danville Property. On October 31, 2014, the Company entered into an Exploration and Mining Lease and Option to Purchase Agreement for the Green Monster-Danville Property, which consists of 91 unpatented lode-mining claims located on Bureau of Land Management lands in the Danville Mining District, Nye County, Nevada. The Company has the right to conduct all customary mineral exploration activities in return for the following commitments:
Advanced Royalty Payments
|
Date
|
|
Payment Amount
|
|
|
Upon execution of Agreement – October 31, 2014
|
|
$
|
2,500
|
*
|
|
First Anniversary of the Agreement – 2015
|
|
|
5,000
|
|
|
Second Anniversary of the Agreement - 2016
|
|
|
10,000
|
|
|
Third Anniversary of the Agreement – 2017
|
|
|
20,000
|
|
|
Fourth Anniversary of the Agreement – 2018
|
|
|
30,000
|
|
|
Fifth Anniversary of the Agreement – 2019
|
|
|
40,000
|
|
|
Sixth Anniversary through the tenth anniversary
|
|
|
50,000
|
|
|
Eleventh Anniversary through the fifteenth
|
|
|
75,000
|
|
|
Sixteenth Anniversary and thereafter
|
|
|
100,000
|
|
*Plus reimbursement of the 2014 -15 BLM Annual Maintenance Fee of $12,245 and Nye County Notice to Intent to Hold Fee of $834, which has been paid.
Work Commitment
|
Lease Year
|
|
Amount
|
|
|
First Lease Year
|
|
$
|
5,000
|
|
|
Second Lease Year
|
|
|
10,000
|
|
|
Third Lease Year and thereafter
|
|
|
50,000
|
|
8. INCOME TAXES
There was no income tax expense for the years ended June 30, 2015 and 2014 due to the Company's net losses.
The components of the Company's net deferred tax asset are as follows:
| |
|
June 30, 2015
|
|
|
June 30, 2014
|
|
|
Deferred Tax Asset
|
|
|
|
|
|
|
|
Exploration costs
|
|
$
|
154,416
|
|
|
$
|
41,390
|
|
|
Federal and state operating net losses
|
|
|
302,826
|
|
|
|
234,034
|
|
|
Total deferred tax assets
|
|
|
457,242
|
|
|
|
275,424
|
|
| |
|
|
|
|
|
|
|
|
|
Deferred tax liability
|
|
|
-
|
|
|
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
|
457,242
|
|
|
|
275,424
|
|
|
Valuation allowance
|
|
|
(457,242
|
)
|
|
|
(275,424
|
)
|
| |
|
|
|
|
|
|
|
|
|
Deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. As the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to 100% of the net deferred tax asset has been recorded at June 30, 2015 and 2014. The effective tax rate was 0% for the years ended June 30, 2015 and 2014.
A reconciliation between the statutory federal and state income tax rate and the Company's tax provision is as follows:
| |
|
June 30,
|
|
| |
|
2015
|
|
|
2014
|
|
|
Expected income tax benefit based on statutory rate
|
|
$
|
(159,485
|
)
|
|
|
(35
|
%)
|
|
$
|
(83,230
|
)
|
|
|
(35
|
%)
|
|
Permanent differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meals and entertainment
|
|
|
156
|
|
|
|
-
|
%
|
|
|
866
|
|
|
|
1
|
%
|
|
Effect of state taxes
|
|
|
(22,489
|
)
|
|
|
(5
|
%)
|
|
|
(11,625
|
)
|
|
|
(5
|
%)
|
|
Non-recognition due to increase in valuation account
|
|
|
181,818
|
|
|
|
40
|
%
|
|
|
93,989
|
|
|
|
40
|
%
|
|
Total income tax benefit
|
|
$
|
-
|
|
|
|
-
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
At June 30, 2015 and 2014, respectively, the Company had federal and state net operating loss carry forwards of approximately $757,065 and $585,085 which will expire in fiscal years ending June 30, 2032 through June 30, 2035.
The Company has concluded that the guidance regarding accounting for uncertainty in income taxes had no significant impact on its results of operations or financial position as of June 30, 2015 and 2014. Therefore, the Company does not have an accrual for uncertain tax positions as of June 30, 2015 or 2014. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. Fiscal years 2012 through 2014 remain subject to examination by state and federal tax authorities.
9. SUBSEQUENT EVENT
On July 8, 2015, the Company filed a Form D with the Securities and Exchange announcing its intention to raise up to $250,000 in a private equity placement. To date, the Company has not raised any funds.
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
Previous independent registered public accounting firm
On October 7, 2013, we terminated MaloneBailey, LLP, 9801 Westheimer Road, Suite 1100, Houston, Texas 77042, as our independent registered public accounting firm. The decision to dismiss MaloneBailey, LLP as our independent registered public accounting firm was approved by our Board of Directors on October 7, 2013. Except as noted in the paragraph immediately below, the reports of MaloneBailey, LLP's financial statements for the years ended June 30, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The reports of the MaloneBailey, LLP on our financial statements as of and for the years ended June 30, 2013 and 2012 contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern.
During the years ended June 30, 2013 and 2012, and through October 7, 2013, we have not had any disagreements with MaloneBailey, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to MaloneBailey, LLP's satisfaction, would have caused it to make reference to the subject matter of the disagreements in its reports on our consolidated financial statements for such years or in connection with its reports in any subsequent interim period through the date of dismissal.
During the years ended June 30, 2013 and 2012, and through October 7, 2013, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
On October 8, 2013, we delivered a copy of this report to MaloneBailey, LLP. On October 9, 2013, MaloneBailey, LLP provided their response. Their response stated that they agreed with the statements concerning their firm contained within the Form 8-K filed with the SEC on October 9, 2014 which is attached thereto as Exhibit 16.1.
New independent registered public accounting firm
On October 7, 2013, we engaged DeCoria, Maichel and Teague, P.S., 7303 North Division, Suite 222, Spokane, Washington, 99208, an independent registered public accounting firm, as our principal independent accountant with the approval of our Board of Directors. We have not consulted with DeCoria, Maichel and Teague, P.S. on any accounting issues prior to engaging them as our new auditors.
During the two most recent fiscal years and through the date of engagement, we have not consulted with DeCoria, Maichel and Teague, P.S. regarding either:
|
1.
|
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that DeCoria, Maichel and Teague, P.S. concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
|
|
|
|
|
2.
|
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.
|
| ITEM 9A. |
CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading, is the information concerning the Evaluation referred to in the Section 302 Certifications, and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures
of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of June 30, 2015, the Company's internal control over financial reporting was effective.
Changes in Internal Controls
There was no change in our internal control over financial reporting during the last fiscal quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. |
OTHER INFORMATION. |
None.
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Officers and Directors
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is appointed by the board of directors and serves until he resigns or is replaced. The board of directors has no nominating, auditing or compensation committees.
The names, addresses, ages and positions of our present officers and directors are set forth below:
|
Name and Address
|
Age
|
Position(s)
|
|
Lane Griffin
321 Spokane Street
Richland, WA 99354
|
65
|
CEO, President and Chairman of the Board of Directors
|
| |
|
|
|
Erik Panke
269 Diamond Hitch Dr.
Kellogg, ID 83837
|
50
|
Secretary, Treasurer, Principal Financial Officer and Principal Accounting Officer
|
| |
|
|
|
Gregory S. Stewart
461 Paradise Lane
Pinehurst, ID 83850
|
49
|
Member of the Board of Directors
|
| |
|
|
|
Douglas D. Dobbs 1
8824 South Hilby Rd.
Spokane, WA 99223
|
47
|
Member of the Board of Directors
|
| |
|
|
|
Thomas Mancuso
1421 Sandia Court
Reno, NV 89523
|
56
|
Member of the Board of Directors
|
| |
|
|
|
Lloyd William Tate 2
7910 SW Maple Drive
Portland, OR 97225
|
70
|
Member of the Board of Directors
|
1 On September 25, 2015, Mr. Dobbs resigned from his position as director for personal reasons and to pursue other interests.
2 On September 24, 2015, Mr. Tate resigned from his position as director.
Lane Griffin
Since March 6, 2015, Mr. Griffin has been our CEO, President, and chairman of our Board of Directors. From 2010 to present, Mr. Griffin has been the President of Diversified Development Corporation, a closely held, non-trading mining company in Bellingham, Washington. From 2012 to present, he has been the Vice President of Exploration for Consolidated Goldfields Corporation ("Consolidated"), of Reno, Nevada (OTCQB: CDGF), now named Brilliant Sands Corp. From 2010 to 2012, he was a Director of Consolidated. Mr. Griffin has more than 30 years of experience in the mining business, focusing primarily on exploration and mine development. He has conducted precious metal exploration and operations throughout
the Great Basin and reviewed projects to prepare NI 43-101 reports. He founded and operated an underground gold mine in the Washington Cascades for over 20 years. Mr. Griffin graduated with distinction from Washington State University with a Bachelor of Science in Geology. He served four years as an officer in the US Army Corp of Engineers. He is a registered geologist in the state of Washington and is a Qualified Person as defined by Canadian NI 43-101 requirements.
Erik Panke
Since January 1, 2012, Erik Panke has been our secretary, treasurer, principal financial officer and principal accounting officer. Mr. Panke was also a member or our board of directors from February 2012 to December 2014. From April 2008 to March 2014, Mr. Panke served as both chief financial officer and controller of United Mine Services, Inc., located in Kellogg, Idaho. United Mine Services, Inc. is engaged in the business of providing a variety of mine related services to mine owners. From 1986 to March 2008, Mr. Panke worked for Washington Group International, Inc., formerly Morrison Knudsen Corporation, an international engineering, construction, mining, and program management company. He started as a field accountant and progressed to Senior Manager of Business at project sites throughout the United States. He was responsible for all corporate accounting and administrative duties on engineering and construction projects, including cost and budgeting, payroll and human resources administration, client relations and financial statement preparation. Mr. Panke was elected to the board of directors as a result of his years of experience in mining, specifically in the sector of junior exploration stage companies and his understanding of the business risks associated with junior mining companies and the mining sector as a whole.
Gregory S. Stewart
Since September 2011, Gregory A. Stewart has been a member of our board of directors. Since March 2014, Mr. Stewart has served as manager of the environmental division of Crescent Silver, LLC, located in Kellogg, Idaho. Crescent Silver, LLC is engaged in environmental remediation, mine contracting, customer fabrication, and mine operations. From July 2007 to February 2014, Mr. Stewart served as president, chief executive officer and a director of United Mine Services, Inc., located in Kellogg, Idaho. United Mine Services, Inc. is engaged in the business of providing a variety of mine related services to mine owners. From May 2010, to January 2014, Mr. Stewart was the director of United Silver Corp., and he was the CEO from May 2010 to September 2010 and from August 2013 to January 2014. From 1992 to June 2007, Mr. Stewart was the sole owner of Stewart Contracting, Inc., a heavy civil and environmental remediation company located in Pinehurst Idaho. Stewart Contracting, Inc. provided excavation, road construction, steam restoration, demolition, environmental remediation, and reclamation services to public and private clients in North Idaho's Silver Valley. On June 30, 2007, United Mine Services acquired Stewart Contracting and retained Mr. Stewart as president and chief executive officer. Mr. Stewart was elected to the board of directors as a result of his years of experience in mining, specifically in the sector of junior exploration stage companies and his understanding of the business risks associated with junior mining companies and the mining sector as a whole.
Douglas D. Dobbs
Since February 2012, Douglas D. Dobbs has been a member of our board of directors. Since October 2002, Mr. Dobbs has held several positions with Mines Management, Inc., located in Spokane, Washington. Currently, Mr. Dobbs is the Vice President of Corporate Finance and Development and has served in this position since March 2011. Between June 2005 and March 2011, he served as Mines Management, Inc.'s Vice President of Corporate Development, and continues to serve as Corporate Secretary. Mines Management, Inc. is a U.S.-based exploration and development company engaged in the acquisition, exploration, and development of silver-based dominant mineral projects. Mr. Dobbs was elected to the board of directors as a result of his many years of experience in mining, specifically in the sector of junior exploration stage companies and his understanding of the business risks associated with junior mining companies and the mining sector as a whole.
Thomas Mancuso
Since June 11, 2014, Thomas Mancuso has been a member of our board of directors. Mr. Mancuso is a development and mine operations geologist with more than 35 years of experience in exploration, operations, and management of various mining companies. From March 2000 to June 2005, he was President & CEO of Western Goldfields Inc. (now New Gold Inc.) where he was responsible for the purchase of the operating Mesquite gold/silver mine from Newmont Mining Corporation. From 1983 to 1997, he was Senior Geologist for Freeport McMoRan Gold Company and Chief Geologist for Kennecott Corporation, where he specialized in advancing projects from exploration to production and was directly involved with the startup and operation of five mines. Since March 2005, Mr. Mancuso has been Managing Director for Brilliant Sands Inc., and since 1998, he has operated his own consulting company, Mancuso Resource Development Services, LLC. He received his M.Sc. in Geology from the Idaho School of Mines at the University of Idaho and B.Sc. in Geology from Bowling Green State University.
Lloyd W. Tate
Since December 2, 2014, Lloyd William Tate has been a member of our board of directors. Mr. Tate has more than 40 years of experience in the financial industry. Prior to his recent retirement, he worked at Wells Fargo Advisors in Portland, Oregon for 20 years as a portfolio manager, stock and bond broker, and financial advisor. Mr. Tate has also served as a board member of several non-profit organizations. He holds a degree in Business Administration from Arizona State University.
Involvement in Certain Legal Proceedings
During the past ten years, Messrs. Griffin, Panke, Stewart, Dobbs, Mancuso and Tate have not been the subject of the following events:
| 1. |
A petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he/she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing; |
| 2. |
Convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. |
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him/her from, or otherwise limiting, the following activities; |
|
i) |
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; or |
|
ii) |
Engaging in any type of business practice; or |
|
iii) |
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws. |
| 4. |
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity; |
| 5. |
Found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. |
Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. |
The subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
|
i) |
Any Federal or State securities or commodities law or regulation; or |
|
ii) |
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or |
|
iii) |
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. |
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended, (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of the size of our operations, at the present time we believe the services of a financial expert are not warranted.
Conflicts of Interest
There are no conflicts of interest with respect to our officers, directors and key employees.
Audit Committee and Charter
Audit committee functions are performed by our board of directors. Four of our five directors are deemed independent. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 on our June 30, 2013 Form 10-K with the SEC on September 20, 2013.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 on our June 30, 2013 Form 10-K with the SEC on September 20, 2013.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 on our June 30, 2013 Form 10-K with the SEC on September 20, 2013.
Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed their Form 3s, 4s and 5s.
| ITEM 11. |
EXECUTIVE COMPENSATION. |
The following table sets forth information with respect to compensation paid by us to our officers from July 1, 2013 through June 30, 2014 for fiscal year 2014 and from July 1, 2014 through June 30, 2015 for fiscal year 2015.
Summary Compensation Table
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Name and Principal
Position [1]
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
(S)
|
Change in
Pension Value &
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Totals
($)
|
|
Lane Grifin1
|
2015
|
0
|
0
|
36,000
|
0
|
0
|
0
|
0
|
36,000
|
|
President
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
Mark Fralich1
|
2015
|
10,000
|
0
|
0
|
0
|
0
|
0
|
0
|
10,000
|
|
President
|
2014
|
25,000
|
0
|
27,000
|
0
|
0
|
0
|
0
|
52,000
|
| |
|
|
|
|
|
|
|
|
|
|
Erik Panke
|
2015
|
18,000
|
0
|
3,750
|
0
|
0
|
0
|
0
|
21,750
|
|
Secretary & Treasurer
|
2014
|
13,000
|
0
|
22,000
|
0
|
0
|
0
|
0
|
35,000
|
1Lane Griffin replaced Mark Fralich as President on March 6, 2015.
Employment Agreements
We have no employment agreements with any of our officers, directors or advisors other than as follows:
Lane Griffin, our President, has a compensation package that was approved by the board of directors. To date, we have not had sufficient funding to pay a regular salary to Mr. Griffin. We may pay Mr. Griffin a performance bonus as determined by the board of directors. Further, he will be entitled to participate in employee benefit plans as they develop and stock option plans as determined by the board of directors. On April 30, 2015, Mr. Griffin was awarded 200,000 shares of common stock award with a value of $20,000 for services rendered to the corporation.
Erik Panke, our secretary, treasurer, principal financial officer, and principal accounting officer does not have an employment agreement with us. To date, we have not had sufficient funding to pay a regular salary to Mr. Panke. We may pay Mr. Panke a performance bonus as determined by the board of directors. Further, he will be entitled to participate in employee benefit plans as they develop and stock option plans as determined by the board of directors. On October 3, 2013, Mr. Panke received a 50,000 share stock award with a value of $5,000 for accounting services rendered to the corporation. On January 6, 2015, Mr. Panke received a 50,000 share stock award with a value of $3,750 for accounting services rendered to the corporation.
Director Compensation
The following table sets forth information with respect to compensation paid by us to our directors from July 1, 2014 through June 30, 2015 for fiscal year 2015.
Director Compensation Table
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
Name
|
Fiscal
Year
|
Fees Earned
or Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
Mark A. Fralich1
|
2015
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
Lane Griffin1
|
2015
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
Erik Panke2
|
2015
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
Gregory S. Stewart
|
2015
|
0
|
3,750
|
0
|
0
|
0
|
0
|
3,750
|
| |
|
|
|
|
|
|
|
|
|
Douglas D. Dobbs3
|
2015
|
0
|
3,750
|
0
|
0
|
0
|
0
|
3,750
|
| |
|
|
|
|
|
|
|
|
|
Thomas Mancuso
|
2015
|
0
|
3,750
|
0
|
0
|
0
|
0
|
3,750
|
| |
|
|
|
|
|
|
|
|
|
Lloyd W. Tate2
|
2015
|
0
|
8,000
|
0
|
0
|
0
|
0
|
8,000
|
1Lane Griffin replaced Mark Fralich as a member of the Board of Directors on March 6, 2015.
2Lloyd W. Tate replaced Erik Panke as a member of the Board of Directors on December 2, 2014. Mr. Tate resigned as director on September 24, 2015.
3Douglas Dobbs resigned as director on September 25, 2015.
All compensation received by our officers and directors has been disclosed.
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Idaho.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Idaho law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed in the Act and is, therefore, unenforceable.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth, as of the date of this annual report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.
|
Name and Address of
Beneficial Owner
|
Number of Shares
Currently Owned
|
Percentage of Ownership
Based on Current Ownership
|
|
Lane Griffin
|
464,000
|
3.45%
|
|
321 Spokane Street
Richland, WA 99354
|
|
|
| |
|
|
|
Erik Panke
2555 W. Palais Drive
Coeur d'Alene, ID 83815
|
243,000
|
1.81%
|
| |
|
|
|
Gregory A. Stewart
2555 W. Palais Drive
Coeur d'Alene, ID 83815
|
255,000
|
1.95%
|
| |
|
|
|
Douglas D. Dobbs
2555 W. Palais Drive
Coeur d'Alene, ID 83815
|
100,000
|
0.74%
|
| |
|
|
|
Thomas Mancuso
1421 Sandia Court
Reno, NV 89523
|
336,350
|
2.50%
|
| |
|
|
|
Lloyd William Tate1
7910 SW Maple Dr.
Portland, OR 97225
|
150,000
|
1.12%
|
| |
|
|
|
All officers and directors as a group (6 people)
|
1,548,350
|
11.52%
|
| |
|
|
|
Timothy and Sara Major
2555 W. Palais Drive
Coeur d'Alene, Idaho 83815
|
725,000
|
5.39%
|
| |
|
|
|
Mark Fralich2
2555 W. Palais Drive
Coeur d'Alene, ID 83815
|
830,000
|
6.18%
|
| |
|
|
|
Coeur Capital, Inc.
104 South Michigan Ave., Suite 900
Chicago, IL 60603
|
1,333,333
|
9.92%
|
| |
|
|
|
Mountain Gold Holdings LLC3
760 Brenda Way
Washoe Valley, Nevada 89704
|
1,217,000
|
9.05%
|
1 Includes 50,000 shares of common stock owned by Lloyd William Tate and 50,000 shares of common stock owned by Karen Tate, wife of Lloyd William Tate.
2 Includes 650,000 shares of common stock owned by Mark Fralich and 150,000 shares of common stock owned by Mark and Linda Fralich, husband and wife.
3 Thomas Callicrate exercises voting and dispositive control over the shares of common stock owned by Mountain Gold Holdings.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity compensation plans and accordingly have no securities authorized for issuance under any equity compensation plans.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
In July 2012, Lane Griffin received 200,000 restricted shares of common stock in conjunction with the execution of the Eagleville Property agreement. In July 2013, Mr. Griffin received 66,000 restricted common shares in conjunction with the Eagleville Property agreement. In July 2014, Mr. Griffin received 198,000 restricted common shares in conjunction with the Eagleville Property agreement.
In October 2013, we issued 100,000 restricted shares of common stock valued at $10,000 to Mark Fralich, our former president and former member of the board of directors for services rendered to us as our president. On March 7, 2014, Mr. Fralich received 100,000 restricted shares of common stock valued at $17,000 for services rendered to us as our president and director. On June 6, 2014, Mr. Fralich received 50,000 restricted shares of common stock in consideration of $5,000. On January 6, 2015, Mr. Fralich received 25,000 restricted shares of common stock valued at $3,750 for services rendered to us as our director.
In October 2013, we issued 50,000 restricted shares of common stock valued at $5,000 to Erik Panke, our secretary, treasurer, principal financial officer, principal accounting officer, and a member of the board of directors for services rendered as principal financial officer. On March 7, 2014, we issued 100,000 restricted shares of common stock valued at $17,000 to Mr. Panke for services rendered to us as our principal financial officer and director. On January 6, 2015, Mr. Panke received 25,000 restricted shares of common stock valued at $3,750 for services rendered to us as our principal financial officer.
In October 2013, we issued 25,000 restricted shares of common stock valued at $2,500 to Gregory S. Stewart for services rendered as director. On March 7, 2014, Mr. Stewart received 25,000 restricted common shares valued at $4,250 for services rendered to us as our director. On January 6, 2015, Mr. Stewart received 25,000 restricted shares of common stock valued at $3,750 for services rendered to us as our director.
In October 2013, we issued 25,000 restricted shares of common stock valued at $2,500 to Douglas Dobbs for services rendered as director. On March 7, 2014, Mr. Dobbs received 25,000 restricted common shares valued at $4,250 for services rendered to us as our director. On January 6, 2015, Mr. Dobbs received 25,000 restricted shares of common stock valued at $3,750 for services rendered to us as our director.
On June 6, 2014, we issued 100,000 restricted shares of common stock to Thomas Mancuso for consideration of $10,000. On June 11, 2014, Mr. Mancuso received 50,000 restricted common shares valued at $7,500 for services rendered to us as our director. On January 6, 2015, Mr. Mancuso received 25,000 restricted shares of common stock valued at $3,750 for services rendered to us as our director.
On January 6, 2015, Lloyd William Tate received 50,000 restricted shares of common stock valued at $8,000 for services rendered to us as our director.
There are no proposed future transactions with principal shareholders.
Director Independence
Four of our five directors are independent: Gregory Stewart, Douglas Dobbs, Thomas Mancuso and Lloyd W. Tate.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years ending June 30 for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
|
2015
|
|
$
|
18,864
|
|
DeCoria, Maichel and Teague
|
|
2015
|
|
$
|
1,200
|
|
Malone Bailey, LLP
|
|
2014
|
|
$
|
7,500
|
|
DeCoria, Maichel and Teague
|
|
2014
|
|
$
|
5,465
|
|
Malone Bailey, LLP
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
|
2015
|
|
$
|
0
|
|
DeCoria, Maichel and Teague
|
|
2014
|
|
$
|
1,000
|
|
MaloneBailey, LLP
|
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
|
2015
|
|
$
|
1,000
|
|
Magnuson, McHugh & Co., P.A.
|
|
2014
|
|
$
|
975
|
|
Magnuson, McHugh & Co., P.A
|
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
|
2015
|
|
$
|
0
|
|
DeCoria, Maichel and Teague
|
|
2014
|
|
$
|
1,349
|
|
DeCoria, Maichel and Teague
|
(5) Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 50%.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| |
|
Incorporated by reference
|
Filed
|
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
| |
|
|
|
|
|
|
3.1
|
Articles of Incorporation (12/11/2007).
|
S-1/A-1
|
1/24/13
|
3.1
|
|
| |
|
|
|
|
|
|
3.2
|
Bylaws of Idaho North Resources Corp.
|
S-1/A-1
|
1/24/13
|
3.2
|
|
| |
|
|
|
|
|
|
4.1
|
Specimen Stock Certificate.
|
S-1/A-1
|
1/24/13
|
4.1
|
|
| |
|
|
|
|
|
|
10.1
|
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
|
S-1
|
11/26/12
|
10.1
|
|
| |
|
|
|
|
|
|
10.2
|
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
|
S-1
|
11/26/12
|
10.2
|
|
| |
|
|
|
|
|
|
10.3
|
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
|
S-1
|
11/26/12
|
10.3
|
|
| |
|
|
|
|
|
|
10.4
|
Employment Agreement with Erik Panke.
|
S-1/A-1
|
1/24/13
|
10.4
|
|
| |
|
|
|
|
|
|
10.5
|
Selling Agreement with Pennaluna & Company.
|
10-Q
|
11/12/13
|
10.1
|
|
| |
|
|
|
|
|
|
14.1
|
Code of Ethics.
|
10-K
|
9/20/13
|
14.1
|
|
| |
|
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
99.1
|
Warrant Agreement.
|
S-1
|
11/26/12
|
99.1
|
|
| |
|
|
|
|
|
|
99.2
|
Audit Committee Charter.
|
10-K
|
9/20/13
|
99.2
|
|
| |
|
|
|
|
|
|
99.3
|
Disclosure Committee Charter.
|
10-K
|
9/20/13
|
99.3
|
|
| |
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|
|
X
|
Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 28th day of September, 2015.
| |
IDAHO NORTH RESOURCES CORP.
|
| |
(the "Registrant")
|
| |
|
|
| |
BY:
|
LANE GRIFFIN
|
| |
|
Lane Griffin
|
| |
|
President and Principal Executive Officer
|
| |
|
|
| |
|
|
| |
BY:
|
ERIK PANKE
|
| |
|
Erik Panke
|
| |
|
Principal Financial Officer, Principal Accounting Officer, Secretary and Treasurer
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
| |
|
|
|
LANE GRIFFIN
|
Director
|
September 28, 2015
|
|
Lane Griffin
|
|
|
| |
|
|
| |
|
|
| GREGORY S. STEWART |
Director
|
September 28, 2015
|
|
Gregory S. Stewart
|
|
|
| |
|
|
| |
|
|
| THOMAS MANCUSO |
Director
|
September 28, 2015
|
|
Thomas Mancuso
|
|
|
| |
|
Incorporated by reference
|
Filed
|
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
| |
|
|
|
|
|
|
3.1
|
Articles of Incorporation (12/11/2007).
|
S-1/A-1
|
1/24/13
|
3.1
|
|
| |
|
|
|
|
|
|
3.2
|
Bylaws of Idaho North Resources Corp.
|
S-1/A-1
|
1/24/13
|
3.2
|
|
| |
|
|
|
|
|
|
4.1
|
Specimen Stock Certificate.
|
S-1/A-1
|
1/24/13
|
4.1
|
|
| |
|
|
|
|
|
|
10.1
|
Lease Agreement with Mountain Gold Claims LLC for Klondike 25-29 Property, Klondike 41 Property, Klondike Central Property and Klondike Southeast Property.
|
S-1
|
11/26/12
|
10.1
|
|
| |
|
|
|
|
|
|
10.2
|
Lease Agreement with Mountain Gold Claims LLC and Black Rock Exploration LLC for Divide TH Property, Divide DN Property and Divide GS Property.
|
S-1
|
11/26/12
|
10.2
|
|
| |
|
|
|
|
|
|
10.3
|
Lease Agreement with Mountain Gold Exploration, Inc. and Lane A. Griffin and Associates for the Eagleville Property.
|
S-1
|
11/26/12
|
10.3
|
|
| |
|
|
|
|
|
|
10.4
|
Employment Agreement with Erik Panke.
|
S-1/A-1
|
1/24/13
|
10.4
|
|
| |
|
|
|
|
|
|
10.5
|
Selling Agreement with Pennaluna & Company.
|
10-Q
|
11/12/13
|
10.1
|
|
| |
|
|
|
|
|
|
14.1
|
Code of Ethics.
|
10-K
|
9/20/13
|
14.1
|
|
| |
|
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
| |
|
|
|
|
|
|
99.1
|
Warrant Agreement.
|
S-1
|
11/26/12
|
99.1
|
|
| |
|
|
|
|
|
|
99.2
|
Audit Committee Charter.
|
10-K
|
9/20/13
|
99.2
|
|
| |
|
|
|
|
|
|
99.3
|
Disclosure Committee Charter.
|
10-K
|
9/20/13
|
99.3
|
|
| |
|
|
|
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
|
|
|
X
|
| |
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
|
|
|
X
|