NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 and 2016
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Pacific Gold & Royalty Corp. (Pacific Gold or the Company) was originally incorporated in Nevada on December 31, 1996 under the name of Demand Financial International, Ltd. On October 3, 2002, Demand Financial International, Ltd. changed its name to Blue Fish Entertainment, Inc. On August 5, 2003, the name was changed to Pacific Gold Corp. On August 22, 2017 the name was changed to Pacific Gold & Royalty Corp. and the Companys state of incorporation was moved to Wyoming additionally the Company changed its authorized common shares to 50,000,000,000 and changed its common share par value to $0.00001. Pacific Gold is engaged in the identification, acquisition, and development of prospects believed to have gold, vanadium, uranium, and tungsten mineral deposits. Pacific Gold currently owns mining claims and royalties on mining property in Nevada and Colorado.
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States ("GAAP") and are expressed in U.S. dollars. The Company's fiscal year-end is December 31.
Principle of Consolidation
The consolidated financial statements include all of the accounts of Pacific Gold & Royalty Corp. All significant inter-company accounts and transactions have been eliminated.
Reclassification of Accounts
Certain accounts in the prior period have been reclassified to conform to the current year presentation.
Significant Accounting Principles
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the consolidated financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of consolidated financial statements; accordingly, actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and December 31, 2016 cash includes cash in the bank.
Revenue Recognition
Pacific Gold will recognize revenue from the sale of minerals when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured, which is determined when it places a sale order of gold from its inventory on hand with the refinery.
Mineral Rights
All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.
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Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed.
Lease development costs for non-producing properties are amortized over their remaining lease term if limited. Maintenance and repairs are charged to expense as incurred.
As per Industry Guide 7, there are no proven or probable reserves as of December 31, 2017.
Income Taxes
In accordance with Accounting Standards Codification (ASC) Topic 740, Income Taxes, Pacific Gold recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered.
Loss per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2017 and 2016, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of December 31, 2017 and 2016, respectively the Company had 15,129,677,300 and 17,656,113,300 of potentially dilutive common stock equivalents.
Advertising
The Companys policy is to expense advertising costs as incurred. For the years ended December 31, 2017 and 2016, the Company incurred $227 and $425, respectively, in advertising costs.
Convertible Debentures
Convertible debt is accounted for under ASC 470-20, Debt Debt with Conversion and Other Options. The Company records a beneficial conversion feature (BCF) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. The Company calculates the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of following ASC Topic 718 Compensation Stock Compensation, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.
Stock Based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation Stock Compensation which requires that the fair value compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employees requisite service period, which is generally the vesting period. The fair value of the Companys stock options is estimated using a Black-Scholes option valuation model. There were no stock options granted during the years ended December 31, 2016 or 2015.
Recently Issued Accounting Pronouncements
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
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NOTE 2 MINERAL RIGHTS
Graysill Claims
On August 31, 2015, the Company acquired the Graysill Mining claims for no consideration but assumed the annual claims registration fees. These claims had been previously owned by the Companys subsidiary company, Pacific Metals Corp.
Pilot Mountain Resources Royalty
On February 10, 2011, our prior subsidiary Pilot Mountain Resources Inc. (PMR) entered into an Option and Asset Sale Agreement with Pilot Metals Inc., a subsidiary of Black Fire Minerals of Australia, whereby Pilot Metals secured an option on the Project W Tungsten claims. Pilot Metals exercised their purchase option and subsequently transferred their interest in Project W to Thor Mining LLC. Upon the commencement of commercial mining, Pacific Gold is owed a final payment of $1,500,000, subject to a 15% share of any payments received by the Company being forwarded to Platoro West, Inc.
On November 22, 2017, the Company executed an Agreement with Pilot Metals Inc. to sell its remaining royalty interest in Project W for $125,000.
NOTE 3 SHAREHOLDER NOTE PAYABLE/RELATED PARTY TRANSACTIONS
As of December 31, 2017, Pacific Gold owes $1,325,951 in principal and $170,391 in accrued interest to a company owned by the Chief Executive Officer. The amount due is represented by a promissory note accruing interest at 10% per year with a maturity date of June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.0001 per share. As of December 31, 2016 the balance on the note was $1,467,454 in principal and $72,748 in accrued interest.
As of December 31, 2017, Pacific Gold owes a total of $1,125,893 in principal and $168,876 in accrued interest to a related party of our Chief Executive Officer. The amount due is represented by promissory notes accruing interest at 10% per year with a maturity date of June 30, 2019 and is convertible into shares of common stock of Pacific Gold at $0.01 per share. As of December 31, 2016 the balance on the note was $1,125,893 in principal and $56,292 in accrued interest.
Compensation for Robert Landaus services as CEO is Paid to Leveljump Inc., a company that Mr. Landau controls.
As of December 31, 2017, Pacific Gold owes $115,457 to its CEO for accrued and unpaid services as CEO, which is included in Accrued Expenses in the accompanying balance sheet.
An officer of the Company has provided office space to the Company without charge. There is no obligation for the officer to continue this arrangement.
NOTE 4 PROMISSORY NOTE
The note accrues interest at a rate of 10% per annum with a maturity date of June 30, 2019. As of December 31, 2017, there was a principal balance of $319,840 and $47,970 in accrued interest and is convertible into shares of common stock of Pacific Gold at $0.01 per share.
NOTE 5 INCOME TAXES
Pacific Gold uses the asset/liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2016 and 2015, Pacific Gold incurred net losses and, therefore, had no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $13,139,879 at December 31, 2016, and will expire in the years 2029 through 2036.
At December 31, 2016, and 2015 deferred taxes (34%) consisted of the following:
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2016
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2015
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Current
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Noncurrent
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Noncurrent
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Deferred tax assets
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Net operating losses
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$
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-
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$
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4,467,559
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$
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4,257,995
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Valuation allowance
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-
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(4,467,559)
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(4,257,995)
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Net deferred tax asset
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$
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-
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$
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-
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$
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-
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A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Because of the lack of taxable earnings history, the Company has established a valuation allowance for all future deductible net operating loss carry forwards. The valuation allowance has changed by $209,563 from December 31, 2015.
A reconciliation between income taxes at statutory tax rates (34%) and the actual income tax provision for continuing operations as of December 31, 2016 follows:
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Expected Provision based on 2016 NOL (based on 34% statutory tax rate)
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$
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(209,563)
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Difference between 2015 NOL estimate and actual
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265,535
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Increase/(decrease) in valuation allowance
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(55,972)
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Total actual provision
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$
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There are no adjustments to deferred tax assets or liabilities for material uncertain tax positions on returns that have been filed or that will be filed. The Company continues to incur large net operating losses as disclosed above. Since it is not certain that these net operating loss carry forwards will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the consolidated financial statements.
The Company has filed income tax returns in the U.S. federal jurisdiction.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2016, and 2015, the Company recognized no interest and penalties. The Company had no payments of interest and penalties accrued at December 31, 2016 and 2015, respectively.
NOTE 6 COMMON STOCK AND PREFERRED STOCK
On August 7, 2017, 1,500,000,000 shares of common stock were issued in exchange for $150,000 of interest on a related party convertible note.
On August 7, 2017, 2,975,000,000 shares of common stock were issued in exchange for 297,500 shares of preferred stock.
In the year ended December 31, 2016, 200,000,000 shares of common stock were issued in exchange for $20,000 of principal on a related party convertible promissory note.
NOTE 7 OPERATING LEASES
The Company currently has no future operating lease commitments.
NOTE 8 LEGAL PROCEEDINGS
From time to time, the Company may become involved in minor trade, employment and other operational disputes, none of which have or are expected to have a material impact on the current or future consolidated financial statements or operations.
NOTE 9 GOING CONCERN
The Companys financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2017, the Company had an accumulated deficit of $48,550,470, negative working capital of $602,523, and negative operating cash flows from the year ended December 31, 2017 of $356,704 raising substantial doubt about its ability to continue as a going concern. During the year ended December 31, 2017, the Company financed its operations through the sale of securities, sale of its Nevada Rae Gold subsidiary and the issuance of debt.
Managements plan to address the Companys ability to continue as a going concern includes obtaining additional funding from the sale of the Companys securities and establishing revenues. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Should we be unsuccessful, the Company may need to discontinue its operations.
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NOTE 10 SUBSEQUENT EVENTS
On March 17th the company sold the Graysill claims for $60,000 CDN and a 2% net smelter royalty with the purchaser having the option to purchase 1% of the 2% net smelter royalty for $1,000,000 CDN. The Company has assigned 25% of its rights under the net smelter agreement to a third party finder for this purchase.
The Company evaluated subsequent events through the date the consolidated financial statements were issued.
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