Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 the Securities Act.
Yes
o
No
x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act
.
Yes
o
No
x
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 last 90 days.
Yes
x
No
o
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
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 definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
x
The aggregate market value of Common Stock
held by shareholders of the Registrant on March 31, 2018 was $6,488,477 based on a $0.11 average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of
each of the registrant’s classes of common stock as of the latest practicable date.
This
Annual Report contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All
statements other than statements of historical facts contained in this Annual Report, including statements regarding our future
results of operations or financial condition, business strategy and plans, and objectives of management for future operations,
are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” or “would” or the negative of these words or other
similar terms or expressions.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These
forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions, including risks described in
“Risk Factors” and elsewhere in this Annual Report.
You
should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained
in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may
affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking
statements is subject to risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in this
Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge
from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking
statements contained in this Annual Report. The results, events, and circumstances reflected in the forward-looking statements
may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the
forward-looking statements.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.
These statements are based on information available to us as of the date of this Annual Report. And while we believe that information
provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read
to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently
uncertain, and investors are cautioned not to unduly rely on these statements.
The
forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We
undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances
after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required
by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you
should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
ITEM 1. BUSINESS
You
should read this entire Annual Report carefully, including “Risk Factors,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes
included elsewhere in this Annual Report, before making an investment decision.
Company Information
Mineral
Mountain Mining & Milling Company (hereinafter “Mineral Mountain”, the “Company” or “We”)
was incorporated in Idaho on August 4, 1932. The Company’s principal executive offices are located at 13 Bow Circle, Suite
170
,
Hilton Head, South Carolina 29928
,
and our telephone number
is
(917) 587-8153. Any information on, or that may be accessed through, any websites (other than
government websites) is not incorporated by reference into this
Annual Report
and should not
be considered a part of this
Annual Report
.
The Company is a publicly
traded company listed on the OTCQB exchange.
Our common stock is traded under the symbol “MMMM.” On December
31, 2018, the closing sale price of the common stock on the OTCQB was $.19 per share.
Mineral
Mountain is a “smaller reporting company,” as defined by applicable rules of the Securities and Exchange Commission,
or SEC pursuant to § 229.10(f)(1), in the Securities Act of 1933. As such, we are eligible for exemptions from various
reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002
and reduced disclosure obligations regarding executive compensation. We will remain a smaller reporting company until we have a
public offering, or value attributable to stock held by non-affiliates, of at least $250 million, as measured on the prior March
31st.
The Company’s
Recent History and Business
Mineral
Mountain is in the business of mineral exploration and development. The Company presently owns or leases two mining project properties,
the Iditarod Project located in Flat, Alaska, and the Wyoming Project located in Lewiston, Wyoming.
Beginning in the late 1980’s
or early 1990’s, Mineral Mountain was headed by Don Hess for roughly twenty years until his death around 2009, at which time
his daughter Delaine (Hess) Gruber took management control over the Company. At that time, the Company held four mining claims
located in the Silver Valley near the famous Sunshine Mine. New management was brought in by Delaine Gruber in 2010 with an eye
toward moving the Company forward.
Between 2010 and 2015, the Company did not generate significant revenues
and its assets apparently did not exceed $1 million in any given year. The Company went through name changes in furtherance of
business development opportunities.
The Company’s name
changed from Mineral
Mountain to Score Technologies Inc. on October 6, 2014. At this time, the Company was looking to expand into the technology software
business because it acquired the rights to and was further developing certain mobile phone
video streaming app
lication
technology. As a result of a potential conflict with the Score name, the Company changed its name to Multiplexed Encryption Technologies
on March 9, 2015. The Company was unable to
get a working prototype of the video streaming app
approved for application on Apple’s mobile devices. Therefore, on February 1, 2016, the Company changed its name back to
the original Mineral Mountain Mining & Milling Co. so that the Company’s management could focus on its core mineral property
exploration and
development business. This resulted in Mineral Mountain’s involvement in
its
current projects in Alaska and Wyoming
.
The
Wyoming Project (known as the “
Gyorvary Property
”) is
located
in
the Orogenic Gold District
approximately 29.5 miles south-southeast of Lander, Fremont County, Wyoming in the southern end
of the Wind River Mountain Range in west central Wyoming. The Gyorvary Property is located in the Lewiston Mining District. The
Lewiston Mining District is centered on high grade gold bearing veins in the South Pass Greenstone belt. See Figure 1. The Gyorvary
property consists of 16 unpatented and 6 patented mining claims.
The Project is a near term producer;
nearby the mining claims is an existing permitted mill which is available for a processing charge on a per ton basis. The Project
has
423
acres with numerous historical mines and near term mining potential.
The
Iditarod Project is in an area with promising geochemistry, rocks and soil. It is a large property consisting of 16.5 square miles,
located 7 miles from Alaska’s third largest placer district near Flat where historically there have been 1,453,000 ounces
of gold produced from 1908 until 1966 along with byproducts of silver, tungsten and mercury. It has an excellent infrastructure
with a well maintained airstrip. It has the same rocks as the Iditarod-Nixon Fork Fault and has Tomestone Granites intruding sediments
on the major structure.
We
believe there are no contamination issues of soil, and surface and groundwater resulting from historical activities at the Company’s
properties.
Our Strategy and Opportunity
The
Company’s strategy is to identify and invest in mining properties in established precious metal mining zones. We do this
in an effort to identify mining assets that provide potentially substantial returns on equity. We intend to use the revenue we
generate to fund the exploration and exploitation of present and future mining operations in a cost effective manner. We also intend
in the near future to take advantage of additional capital investment opportunities to further our development of existing and
future acquired mining properties and pursuing other revenue generating business opportunities.
The
net proceeds of the revolving credit line which is discussed in this Annual Report will be used for, among other things, general
corporate purposes, which may include: (i) acquisitions; (ii) refinancing or repayment of indebtedness; (iii) capital expenditures
and working capital; (iv) investing in equipment and property development (which may include funding associated with exploration);
and (v) pursuing other business opportunities, both related and unrelated to our existing mining activities. In the event
that we seek to pursue new business opportunities unrelated to our existing activities using proceeds from the Equity Purchase
Agreement, or from other sources, whether through debt or equity, of which there can be no assurance, we may be required to engage
the services of third-parties to assist us in pursuing any potential new opportunities. Any such efforts will be with the view
of hopefully generating cash flow from operations, which our existing mining activities have not accomplished.
Our Capital Structure
We
have one class of voting common stock. Holders of our common stock are entitled to vote on matters submitted to our stockholders.
We have 100,000,000 authorized shares of common stock, of which 65,619,733 (a/o December 31, 2018) are presently outstanding. Additionally
we have 10,000,000 shares of preferred stock authorized of which no preferred shares are presently outstanding.
As
a result of the common stock that they hold and their placement on the Board of Directors, Sheldon Karasik, our CEO, Chairman and
a Director, along with the three independent directors and former executive officers and directors who are affiliates as of December
31, 2018, exercise voting rights with respect to an aggregate of 18,400,000
shares of common stock,
which will represent approximately 28.04% of the voting power of our outstanding capital stock as of the date of this Annual Report.
Together with the holders of the other closely held shares of common stock, they control more than 50% of the outstanding shares
of common stock. As a result, Mr. Karasik has the ability to control the outcome of all matters submitted to our stockholders or
Board of Directors for approval, including the election, removal, and replacement of directors and any merger, consolidation, or
sale of all or substantially all of our assets. If Mr. Karasik’s employment with us is terminated, he will continue to have
the ability to exercise the same significant voting power and potentially control the outcome of all matters submitted to our stockholders
for approval.
This
concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially
all of our assets that our other stockholders support. Conversely, this concentrated control could allow our Directors to consummate
a transaction that our other stockholders do not support. In addition, our directors may make long-term strategic investment decisions
and take risks that may not be successful and may seriously harm our business.
Employees
Mineral Mountain has one
full-time employee, its CEO, Sheldon Karasik. From time to time, Mineral Mountain uses several contractors and contract services
for exploration as well as administrative functions such as legal, clerical, and bookkeeping. Mr. Karasik expects to devote 160
to 240 hours per month on the Company on a year round basis. Mr. Karasik is responsible for the legal, management, accounting and
administrative functions of the Company as well as capital raising and investor relationships.
Government Compliance
Our activities are subject
to extensive federal, state and local regulations. These statutes regulate the mining of and exploration for mineral properties,
and also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional
expense, capital expenditures, restrictions and delays in the development of the Company’s properties, the extent of which
cannot be predicted. Also, permits from a variety of regulatory authorities are required for many aspects of mine operation and
reclamation. In the context of environmental permitting, including the approval of reclamation plans, we must comply with known
standards, existing laws and regulations that may entail greater or lesser costs and delays, depending on the nature of the activity
to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of
any specific material environmental constraints affecting our properties that would preclude the economic development or operation
of any specific property.
If our properties merit
additional exploration or extraction work, it is reasonable to expect that compliance with environmental regulations will increase
our costs. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with
minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going
efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable
regulations. It is possible that the costs and delays associated with such compliance could become prohibitive in relation to our
properties.
The Company’s primary,
near term cost of compliance with applicable environmental laws during exploration may rise in connection with the reclamation
of drill holes and access roads. Drill holes typically can be reclaimed for nominal costs. For example, the Bureau of Land Management,
an agency of the U.S. Department of Interior has promulgated surface management regulations which govern drill hole and access
road reclamation on Bureau of Land Management lands. Similar regulations can be expected to be complied with on the Company’s
lands which are on U.S. Forest Service lands, or state property for which we have been issued mineral licenses.
As the Company has yet
to conduct any road construction or drilling programs, neither drill hole nor access road reclamation costs have been incurred.
Drill hole reclamation costs would only be incurred if drilling were completed. These costs could vary from a few hundred to a
few thousand dollars per drill hole site. Whereas roads will not be built until the Company’s exploration programs are more
advanced, drill road reclamation costs will vary according to the amount of road construction, which the Company cannot estimate
at this time. Once a plan of exploration has been submitted and where drill holes or access roads will be undertaken, the Company
will be required to post reclamation bonds. It is difficult to estimate what the cost of such bonds will be, since the bonding
requirements are unique to the proposed exploration plan. However, it is a reasonable assumption that in some circumstances these
bonds may be a significant percentage of the exploration costs.
Competition
We compete with other exploration
and mining companies to acquire and maintain favorable land positions. We protect the properties we own by complying with regulations
and staying current on all fee requirements relating to our properties.
ITEM 1A. RISK FACTORS
Investing
in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below,
together with all the other information in this Annual Report, including “Management’s Discussion and Analysis of the
Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere
in this Annual Report, before deciding whether to invest in shares of our common stock. If any of the following risks actually
occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously
harmed. Unless otherwise indicated, references to our business being seriously harmed in these risk factors will include harm to
our business, reputation, financial condition, results of operations, revenue, and future prospects. In that event, the market
price of our common stock could decline, and you could lose part or all of your investment.
Risks Related to
our Business
We have had no production history. As
such we don’t know if we will ever generate revenues. If we don’t, you may lose your investment.
Since our incorporation,
we have no history of producing minerals. We have no operating history upon which an evaluation of our future success or failure
can be made. We currently have no mining production operations of any kind. Our ability to achieve and maintain profitable mining
operations is dependent upon a number of factors, including:
|
|
●
|
our
ability
to
locate
an
economically
feasible
mineral
property;
and
|
|
|
●
|
our
ability
to
either
attract
a
partner
to
operate,
or
to
successfully
build
and
operate
mines,
processing
plants
and
related
infrastructure
ourselves.
|
We are subject to all
the risks associated with establishing new mining operations and business enterprises. We may not successfully establish mining
operations or profitably produce gold or other metals at any of our properties. As such, we do not know if we will ever generate
revenues. If we don’t generate revenues, you may lose your investment in our common stock.
We have a history of losses which we
expect to continue into the future. If we do not begin to generate revenues or find alternate sources of capital, we will either
have to suspend or cease operations, in which case you will lose your investment.
As an exploration company
that has no production history, we continue to incur losses and expect to incur losses in the future. We may not achieve or sustain
profitability in the future. If we do not begin to generate revenues or find alternate sources of capital, we will either have
to suspend or cease operations, in which case you will lose your investment.
Because we are
an exploration stage company, we are sensitive to risks inherent in the mining industry, we may have to suspend or cease operations
in which case you will lose your investment.
As an exploration stage
company, our work is highly speculative and involves unique and greater risks than are generally associated with other businesses.
We cannot know if our properties contain commercially viable ore bodies or reserves until additional exploration work is done and
an evaluation based on such work concludes that development of and production from the ore body is technically, economically and
legally feasible. We are subject to all of the risks inherent in the mining industry, including, without limitation, the following:
|
|
●
|
Success in discovering and developing commercially
viable quantities of minerals is the result of a number of factors, including the quality of management, the interpretation of
geological data, the level of geological and technical expertise and the quality of land available for exploration;
|
|
|
●
|
Exploration for minerals is highly speculative
and involves substantial risks, even when conducted on properties known to contain significant quantities of mineralization, and
most exploration projects do not result in the discovery of commercially mineable deposits of ore;
|
|
|
●
|
Operations are subject to a variety of
existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation,
employee health and safety, air and water quality standards, pollution and other environmental protection controls, all of which
are subject to change and are becoming more stringent and costly to comply with;
|
|
|
●
|
A large number of factors beyond our control,
including fluctuations in metal prices and production costs, inflation, the proximity and liquidity of precious metals and energy
fuels markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental protection, and other economic conditions, will affect
the economic feasibility of mining;
|
|
|
●
|
Substantial expenditures are required to
establish proven and probable ore reserves through drilling, to determine metallurgical processes to extract the metals from the
ore and, in the case of new properties, to construct mining and processing facilities; and
|
|
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●
|
If we proceed to development of a mining
operation, our mining activities could be subject to substantial operating risks and hazards, including metal bullion losses,
environmental hazards, industrial accidents, labor disputes, encountering unusual or unexpected geologic formations or other geological
or grade problems, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, flooding, rock falls, operations
being interrupted by normal seasonal weather patterns, periodic interruptions due to inclement weather conditions or other unfavorable
operating conditions and other acts of God. Some of these risks and hazards are not insurable or may be subject to exclusion or
limitation in any coverage which we obtain or may not be insured due to economic considerations.
|
As a result of all of these factors, we may
run out of money, in which case we will have to suspend or cease operations which could result in the loss of your investment.
Our future activities could be subject
to environmental laws and regulations which may materially adversely affect our future operations in which case our operations
could be suspended or terminated and you could lose your investment.
We, like other exploration
companies doing business in the United States, are subject to a variety of federal, state and local statutes, rules and regulations
designed:
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●
|
to protect the environment, including the quality of the air and water in the vicinity of exploration, development and mining
operations;
|
|
|
●
|
to remediate the environmental impacts of those exploration, development
and mining operations;
|
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●
|
to protect and preserve wetlands and endangered species; and
|
|
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●
|
to mitigate negative impacts on certain archeological and cultural sites.
|
We are required to obtain
various governmental permits to conduct exploration at our properties. Obtaining the necessary governmental permits is often a
complex and time-consuming process involving numerous U.S., state, and local agencies. The duration and success of each permitting
effort is contingent upon many variables not within our control. In the context of permitting, including the approval of reclamation
plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending
on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting
authority. Currently, several months are generally required to obtain the necessary permits required to conduct small-scale drilling
operations. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material
adverse effect on our business, operations, and properties in that we may not be able to proceed with our exploration program which
will result in the loss of your investment.
Federal legislation and
implementing regulations adopted and administered by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land Management,
Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, and legislation such as the Federal
Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response,
Compensation, and Liability Act, have a direct bearing on U.S. exploration, development and mining operations. For example, Bureau
of Land Management regulations applicable to activities and operations on unpatented mining claims make small-scale (disturbing
less than 5 acres of surface) exploration activities more expensive, by requiring bonding in the amount of 100% of the anticipated
reclamation costs. The enactment of these regulations will make the process for preparing and obtaining approval of a plan of operations
much more time consuming, expensive, and uncertain. New plans of operation will be required to (i) include detailed baseline environmental
information, and (ii) address how detailed reclamation performance standards will be met In addition, all activities for which
plans of operation are required will be subject to a new standard of review by the Bureau of Land Management, which must make a
finding that the conditions, practices or activities do not cause substantial irreparable harm to significant scientific, cultural,
or environmental resource values that cannot be effectively mitigated. Due to the uncertainties inherent in the permitting process,
and particularly as a result of the enactment of the new regulations, we cannot be certain that we will be able to timely obtain
required approvals for proposed activities at any of our properties in a timely manner, or that our proposed activities will be
allowed at all.
These federal initiatives
are often administered and enforced through state agencies operating under parallel state statutes and regulations. Although some
mines continue to be approved for development in the United States, the process is increasingly cumbersome, time-consuming, and
expensive, and the cost and uncertainty associated with the permitting process could have a material effect on exploring, developing
or mining our properties.
Compliance with statutory
environmental quality requirements described above may require significant capital outlays, significantly affect our earning power,
or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may
be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result
of these matters, our operations could be suspended or cease entirely, in which case you could lose your investment.
Title to our mineral properties may be
defective. If our title is defective we will not be able to explore for mineralized material. This could cause us to cease operations
or terminate operations in their entirety in which case you will lose your investment.
The interests in our properties
located in the United States are in the form of patented and unpatented mining claims in Wyoming, and in the form of State of Alaska
mining claims in Alaska. Patented mining claims are similar to fee simple ownership. Unpatented mining claims are unique property
interests, in that they are subject to the paramount title of the United States of America and rights of third parties to certain
uses of the surface and to minerals within their boundaries, and are generally considered to be subject to greater title risk than
other real property interests. The validity of all unpatented mining claims is dependent upon inherent uncertainties and conditions.
These uncertainties relate to matters such as:
|
|
●
|
The
existence
and
sufficiency
of
a
discovery
of
valuable
minerals,
required
under
the
U.S.
1872
Mining
Law
to
establish
and
maintain
a
valid
unpatented
mining
claim;
|
|
|
●
|
Proper
posting
and
marking
of
boundaries
in
accordance
with
the
1872
Mining
Law
and
applicable
state
statutes;
|
|
|
●
|
Whether
the
minerals
discovered
were
properly
locatable
as
a
lode
claim
or
a
placer
claim;
|
|
|
●
|
Whether
sufficient
annual
assessment
work
has
been
timely
and
properly
performed;
and
|
|
|
●
|
Possible
conflicts
with
other
claims
not
determinable
from
descriptions
of
record.
|
The validity of an unpatented
mining claim also depends on the claim having been located on unappropriated federal land open to appropriation by mineral location
(the act of physically going onto the land and making a claim by putting stakes in the ground), compliance with the 1872 Mining
Law and applicable state statutes in terms of the contents of claim location notices or certificates and the timely filing and
recording of the same, and timely payment of annual claim maintenance fees (and the timely filing and recording of proof of such
payment). In the absence of a discovery of valuable minerals, the ground covered by an unpatented mining claim is open to location
by others unless the owner is in actual possession of and diligently working the claim. The Company is diligently working and is
in actual possession of all its properties. The unpatented mining claims we own or control may be invalid or the title to those
claims may not be free from defects. In addition, the validity of our claims may be contested by the federal government or challenged
by third parties. If any of the foregoing occur, we may not be able to proceed with our exploration program. This means that our
operations could be suspended or terminated in which case you will lose your investment.
The discussion above applies
to State of Alaska and State of Wyoming mining claims as well wherein the paramount title to the claim remains with the State of
Alaska or State of Wyoming.
Future legislative
and administrative changes to the mining laws could prevent us from exploring our properties which could result in termination
of our operations and a loss of your investment.
New laws and regulations,
amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent
enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration, development,
and mining activities. For example, during the 1999 legislative session, legislation was considered in the U. S. Congress which
proposed a number of modifications to the Mining Law of 1872, which governs the location and maintenance of unpatented mining claims
and related activities on federal land. Among these modifications were proposals which would have imposed a royalty on production
from unpatented mining claims, increased the cost of holding and maintaining such claims, and imposed more specific reclamation
requirements and standards for operations on such claims. None of these proposed modifications was enacted into law, but the same
or similar proposals could be enacted by Congress in the future. In addition, as discussed above, the Bureau of Land Management
finalized revised federal regulations which govern surface activities (including reclamation and financial assurance requirements)
on unpatented mining claims (other than those located in a National Forest, which are governed by separate, but similarly stringent,
Forest Service regulations). Those regulations are more stringent than past regulations, and may result in a more detailed analysis
of, and more challenges to, the validity of existing mining claims; will impose more complex permitting requirements earlier in
the exploration process; and will be more costly and time-consuming to comply with than existing previous regulations. Further,
the new regulations could cause us to terminate our operations and you could lose your investment. Any change in the regulatory
structure making it more expensive to engage in mining activities could cause the Company to cease operations, resulting in a loss
of your entire investment.
Use of the surface
of our unpatented mining claims is subject to regulation, the cost of compliance with which could prohibit us from proceeding with
exploration.
Any activities which we
conduct on the surface of our unpatented mining claims (including State of Alaska claims) are subject to compliance with and may
be constrained or limited by Bureau of Land Management, Forest Service, or State of Alaska surface management regulations (in addition
to the environmental and other statutes and regulations discussed above). In addition, there are limits to the uses of the surface
of unpatented mining claims, particularly for the types of facilities which would be ancillary to our mining operations, and both
the Bureau of Land Management and the Forest Service have some degree of discretion in allowing the use of federal lands that might
adjoin any of our unpatented mining claims for surface activities which we would need for exploration, development and mining operations.
For example, in the past the Forest Service considered adoption of a “Roadless Initiative” which would have prohibited
the construction of new roads or the re-construction of existing roads in 43 million acres of inventoried roadless areas within
the National Forest System. Our Wyoming property is located in the National Forest and may be impacted by such “Roadless
Initiatives.” As a result, there can be no guarantee that we will be able to obtain the access necessary to conduct required
exploration, development or ultimately mining activities on those properties. In addition, to the extent we progress towards the
development of a mine at any of our properties, there may not be sufficient surface land available for the ancillary facilities
necessary to develop the mine. Compliance with the foregoing regulations could be expensive, causing us to not develop certain
areas.
We intend to be insured against losses
from our exploration programs when they involve the use of heavy equipment such as drill programs, but not for general reconnaissance.
In the latter instance, as a result, if we are sued for damages as a result of our activities we may not be able to defend against
such suits or have funds available to pay any judgment rendered against us.
Mineral Mountain intends
to insure its exploration programs when heavy equipment is used, such as drill rigs. In other instances, such as general reconnaissance
programs, we do not generally insure against most commercial losses or liabilities which may arise from our exploration and other
activities. Even if we obtain additional insurance in the future, we may not be insured against all losses and liabilities which
may arise from our activities, either because such insurance is unavailable or because we have elected not to purchase such insurance
due to high premium costs or for other reasons. Therefore, if a proceeding is initiated or a judgment is rendered against us, we
may have to cease operations due to our inability to pay for such legal expenses or judgment.
We have one full-time employee and are
dependent on our directors, officers and third-party contractors.
We have one full-time employee
and rely heavily and are wholly dependent upon the personal efforts and abilities of our officers and directors, each of whom devotes
less than all of his time and efforts to our operations. The loss of any one of these individuals could adversely affect our business.
We do not have written employment agreements with any of our officers or directors or maintain insurance on any of them. We may
not be able to hire and retain such personnel in the future.
Because the price
of metals fluctuate, if the price of metals for which we are exploring decrease below a specified level, it may no longer be profitable
to explore for those metals and we will cease operations.
Prices of metals are determined
by some of the following factors:
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expectations for inflation;
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the strength of the United States dollar;
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global and regional supply and demand; and
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political and economic conditions and production costs
in major gold metals producing regions of the world.
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The aggregate effect
of these factors on metals prices is impossible for us to predict. In addition, the prices of gold metals are sometimes subject
to rapid short-term and/or prolonged changes because of speculative activities. The current demand for and supply of gold metals
affect gold metal prices, but not necessarily in the same manner as current supply and demand affect the prices of other commodities.
The supply of gold metals primarily consists of new production from mining. If the prices of gold metals are, for a substantial
period, below our foreseeable cost of production, we could cease operations and you could lose your entire investment.
The possibility
of an individual prospect having reserves as defined under the Securities Act Industry Guide 7 is extremely remote.
“Material reserves”
is defined under Securities Act Industry Guide 7 as “that part of a mineral deposit which could be economically and legally
extracted or produced at the time of the reserve determination.” The possibility that an individual prospect will have material
reserves is extremely remote. There is a possibility that all of our interests in prospects will not contain any material reserves
and that all our exploration expenses may not be recovered.
As lenders, a minority shareholder of
the Company and his affiliates, and a third party, are or may be entitled to demand immediate repayment of their notes outstanding.
The terms of the loan from
John J. Ryan provides that it is due and payable immediately on demand. The loans from Premium Exploration (as discussed below
under ‘Certain Relationships and Related Transactions, and Director Independence’) provide that they are due and payable
immediately upon default as defined in the terms of the notes. If Mr. Ryan chooses to exercise this right, the Company may be unable
to procure the cash necessary and may need to liquidate some of its assets in order to make such payment and as a result may adversely
impact operations. However, the Company believes that Mr. Ryan will not exercise such right.
Risks Related to the Ownership of our Stock
We may experience volatility in our stock
price, which could negatively affect your investment, and you may not be able to resell your shares at or above the offering or
current market prices.
The offering price of our
common stock may vary from the market price of our common stock after the offering. If you purchase shares of common stock, you
may not be able to resell those shares at or above the offering price. The market price of our common stock may fluctuate significantly
in response to a number of factors, some of which are beyond our control, including:
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quarterly
variations in operating results;
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changes in financial estimates by securities analysts;
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changes
in
market
valuations
of
other
similar
companies;
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announcements
by
us
or
our
competitors
of
new
products
or
of
significant
technical
innovations,
contracts,
acquisitions,
strategic
partnerships
or
joint
ventures;
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additions
or
departures
of
key
personnel;
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any
deviations
in
net
revenue
or
in
losses
from
levels
expected
by
securities
analysts;
and
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future
sales
of
common
stock.
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In addition, the stock
market has experienced volatility that has often been unrelated to the performance of particular companies. These market fluctuations
may cause our stock price to fall regardless of our performance.
Because our securities trade on the OTCQB,
your ability to sell your shares in the secondary market may be limited.
The shares of our common
stock are listed and principally quoted on the OTCQB. Because our securities currently trade on the OTCQB, they are subject to
the rules promulgated under the Securities Exchange Act of 1934, as amended, which impose additional sales practice requirements
on broker-dealers that sell securities governed by these rules to persons other than established customers and “accredited
investors” (generally, individuals with a net worth in excess of $1,000,000 or annual individual income exceeding $200,000
or $300,000 jointly with their spouses). For such transactions, the broker-dealer must determine whether persons that are not established
customers or accredited investors qualify under the rule for purchasing such securities and must receive that person’s written
consent to the transaction prior to sale. Consequently, these rules may adversely affect the ability of purchasers to sell our
securities and otherwise affect the trading market in our securities.
The Company and our future activities
could be subject to SEC laws, regulations and enforcement actions which could adversely affect our future operations.
The shares of our common
stock are currently listed on the OTCQB. They were previously listed on the OTCMKTS and the regional Spokane Stock Exchange. The
Company, in consultation with the SEC, has taken steps to become current with all reasonable reporting requirements of
the Act
.
If, however, the SEC requires the Company to undertake additional historical reporting pursuant to Section 13 or
Section 15(d) of the Act, the Company could be required to dedicate further financial and employee resources to resolve any outstanding
issues, which could affect our earning power.
Because we did not file financial reports
covering the period from 2005 through September 30, 2015, the Company and our future activities could be subject to SEC laws, regulations
and enforcement actions which may affect our future operations.
The shares of our common
stock are currently listed on the OTCQB. They were previously, since at least 2005, listed and principally quoted on the OTCMKTS
(previously known as “Pink Sheets”) until 2018. Our securities previously traded on the regional Spokane Stock Exchange
until 1991. If, however, the SEC is not satisfied with the Company’s corrective reporting activity, the Company could be
required to dedicate additional financial and employee resources to resolve any outstanding issues. Consequently, application of
and compliance with historical reporting requirements pursuant to Section 13 or Section 15(d) of the Act may require significant
capital outlays, significantly affect our earning power, or cause material changes in our intended activities.
Because our shares are deemed “penny
stocks,” you may have difficulty selling them in the secondary trading market.
The Securities and Exchange
Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market
price (as therein defined) less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. Additionally, if the equity security is not registered or authorized on a national securities exchange or NASDAQ, the
equity security also would constitute a “penny stock.” As our common stock falls within the definition of penny stock,
the ability of broker/dealers to sell our common stock and the ability of shareholders to sell our common stock in the secondary
market would be limited. As a result, the market liquidity for our common stock would be severely and adversely affected. Trading
in our common stock may be subject to these or other regulations in the future, which would negatively affect the market for our
common stock.
A large number of shares will be
eligible for future sale and may depress our stock price.
Our shares that are eligible
for future sale may have an adverse effect on the price of our stock. As of December 31, 2018 there were 65,619,733 shares of our
common stock outstanding. The average trading volume for the three months prior to September 30, 2018 was less than 50,000 shares
per day. Sales of substantial amounts of common stock, or a perception that such sales could occur, and the existence of options
or warrants to purchase shares of common stock at prices that may be below the then current market price of the common stock, could
adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity
securities.
We do not have cumulative voting and
a small number of existing shareholders control our company, which could limit your ability to influence the outcome of shareholder
votes.
Our shareholders do not
have the right to cumulative votes in the election of our directors. Cumulative voting, in some cases, could allow a minority group
to elect at least one director to our board. Because there is no provision for cumulative voting, a minority group will not be
able to elect any directors. Accordingly, the holders of a plurality of the shares of common stock, present in person or by proxy,
will be able to elect all of the members of our board of directors.
Our Articles of Incorporation contain provisions that discourage
a change of control.
Our articles of incorporation
contain provisions that could discourage an acquisition or change of control without our board of directors’ approval. Our
articles of incorporation authorize our board of directors to issue common or preferred stock without shareholder approval. If
our board of directors elects to issue common or preferred stock, it could be more difficult for a third party to acquire control
of us, even if that change of control might be beneficial to shareholders.
You should rely
only on statements made in this Annual Report in determining whether to purchase our shares, not on information in public media
that is published by third parties.
You
should carefully read and evaluate all the information in this Annual Report. In the future, we may receive a high degree of media
coverage. This includes coverage that is not attributable to statements made by our officers or employees or incorrectly reports
on statements made by our officers or employees. In addition, coverage may be misleading if it omits information provided by us,
our officers, or employees or public data. You should rely only on the information contained in this Annual Report in determining
whether to purchase our shares of common stock.
We have broad
discretion in how we may use the net proceeds from any future private and public offerings, and we may not use them effectively.
We
cannot specify with any certainty the particular uses of the net proceeds that we may receive from future private and public offerings.
Our management will have broad discretion in applying the net proceeds we receive from such offerings. We may use the net proceeds
for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may use a portion of
the net proceeds to acquire complementary businesses, properties, services, or technologies. We may also spend or invest these
proceeds in a way with which our stockholders disagree. If our management fails to use these funds effectively, our business could
be seriously harmed. Pending their use, the net proceeds from any private and public offering may be invested in a way that does
not produce income or that loses value.
If securities
or industry analysts either do not publish research about us, or publish inaccurate or unfavorable research about us, our business,
or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume
of our common stock could decline.
The
public trading market for our common stock will be influenced in part by the research and reports that securities or industry analysts
may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with an unfavorable
rating or downgrade our common stock, provide a more favorable recommendation about our competitors, or publish inaccurate or unfavorable
research about our business, our common stock price would likely decline. If any analyst who may cover us were to cease coverage
of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause
the trading price or trading volume to decline.
We are a smaller
reporting company, and any decision on our part to comply only with certain reduced or scaled reporting and disclosure requirements
applicable to smaller companies could make our common stock less attractive to investors.
We
are a smaller reporting company, and, for as long as we continue to be a smaller reporting company, we may choose to take advantage
of exemptions from various reporting requirements applicable to other public companies but not to “smaller reporting companies,”
including but not limited to:
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not being required to have our independent
registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley
Act;
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reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements; and
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exemptions from the requirements of
holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.
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any action asserting a breach of fiduciary
duty;
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any action asserting a claim against
us arising under the Idaho general corporation law, our certificate of incorporation, or our bylaws; and
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any action asserting a claim against
us that is governed by the internal-affairs doctrine.
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Risks Related to the Equity Financing Agreement
Pursuant to the terms of the
Equity
Purchase Agreement
, a large number of shares may be eligible for future sale and may depress our stock price or dilute the
value of outstanding shares.
The Company anticipates
receiving proceeds from our initial sale of shares to CBP pursuant to the Equity Financing Agreement. The Company may sell shares
to CBP at a price equal to 75% of the lesser of (1) the lowest traded price of our Common Stock during the fifteen (15) consecutive
trading day period beginning on the date on which we deliver a put notice to CBP (the “Market Price”) or (2) the lowest
traded price of our Common Stock during the fifteen (15) consecutive trading day period following the Clearing Date of the put
notice (“Valuation Price”). To the extent that the shares are sold at a discount of 25% to the fair market value, the
use of the equity line could result in the dilution of the value of the outstanding common shares or in the depression of the stock
price.
Pursuant to the terms of the
Equity
Purchase Agreement
, the Company may not have the capacity to draw the full amount of $5 million from the equity line.
The Company anticipates
receiving proceeds from our initial sale of shares to CBP pursuant to the Equity Financing Agreement. The Company may sell shares
to CBP at a price equal to 75% of the lesser of (1) the lowest traded price of our Common Stock during the fifteen (15) consecutive
trading day period beginning on the date on which we deliver a put notice to CBP (the “Market Price”) or (2) the lowest
traded price of our Common Stock during the fifteen (15) consecutive trading day period following the Clearing Date of the put
notice (“Valuation Price”). There is a minimum of twenty (20) trading days between purchases. Furthermore, there is
a cap of the lesser of $100,000 or 150% average daily trading value (the average trading volume during the fifteen (15) trading
days preceding the date of the put notice multiplied by the lowest trading price during this period) for each equity line draw
down. Over the 24 month term of the equity line, the Company may not have the ability to fully draw and utilize the entire $5 million
credit line due to the terms, conditions and limitations in the Equity Purchase Agreement.
We have broad
discretion in how we may use the net proceeds from the equity credit line, and we may not entirely use them for mining activities.
The
Company has received numerous inquiries relating to mineral and non-mineral business opportunities, including but not limited to
mergers and acquisitions. The Company investigates and evaluates all such inquiries. The net proceeds of the revolving credit line
from the sale of the Securities to CBP which this Annual Report relates is intended by the Company to be used for, among other
things, general corporate purposes, which may include: (i) acquisitions; (ii) refinancing or repayment of indebtedness; (iii)
capital expenditures and working capital; (iv) investing in equipment and property development (which may include funding
associated with exploration); and (v) pursuing other business opportunities, both related and unrelated to our existing mining
activities. In the event that we seek to pursue new business opportunities unrelated to our existing activities using proceeds
from the Equity Purchase Agreement, or from other sources, whether through debt or equity, of which there can be no assurance,
we may be required to engage the services of third-parties to assist us in pursuing any potential new opportunities.
Any
such efforts will be undertaken with a view toward generating cash flow from new operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
This section is not applicable
as the Company is not an accelerated filer, a large accelerated filer as defined in Rule 12b-2 of the Exchange Act (§240.12b-2
of this chapter), or a well-known seasoned issuer.
ITEM 2. PROPERTIES
Gyorvary Property located in Lewiston, Fremont
County, Wyoming
1. Location
The Gyorvary Property is
located approximately 29.5 miles south-southeast of Lander, Fremont County, Wyoming in the southern end of the Wind River Mountain
Range in west central Wyoming. The Gyorvary Property is located in the Lewiston Mining District. The Lewiston District is centered
on high grade gold bearing veins in the South Pass Greenstone belt. See Figure 1. The Gyorvary property consists of 16 unpatented
and 6 patented mining claims comprising 423 acres or 171 hectare. The Company is staking a substantial number of additional claims
in the area. Patented mining claims are effectively fee simple private ownership and we believe are highly desirable as they are
subject to less restrictive permitting and regulatory issues.
2. Option Agreements
A Lease Agreement with
Option to Purchase Agreement between Lander Gold Mines, Inc., a wholly owned subsidiary of Mineral Mountain, and Stephen Gyorvary
was entered into on December 14, 2017. The lease includes three patented claims under Mineral Survey #338 which are called the
Hidden Hand, Morris and Casselton. Additionally, there are sixteen unpatented lode mining claims included in the lease. The lease
entitles Mineral Mountain the exclusive and unrestricted right to explore, mine and mill, and conduct development on the property
and to use all facilities including all equipment, structures and infrastructure on the property. The lease also permits the use
of the mill in accordance with customary charges. There is a 3% Net Smelter Royalty (NSR) due to Steven Gyorvary on all material
processed without regard to whether the Option to Purchase is exercised.
In March 2018, the Company
signed a Lease Agreement dated March 8, 2018 for an additional 43.3 acres of 3 patented mining claims known as the Helen G, Mill
and Star Lode mining claims, located near the Lewiston claims in the State of Wyoming. The Agreement is for an initial 5 year
term and may be extended indefinitely by the Company. It requires the payment of an annual lease payment of $2500 and further
payment of royalties of between 2% and 3.5% depending on the price of gold.
Figure 1: Lewiston, Wyoming Location Map
3. Access
The property is accessed
by driving south on highway US-287 from Lander, Wyoming, 8.7 miles to highway WY-28, access to the Atlantic City. Travel 17.4 miles
southwest on WY-28 (Dickerson Ave) and then turn south (left) on Dickerson Ave, Fort Stombaugh Loop, Prairie Breeze Roads and travel
13.1 miles southeast to Lewiston. The Gyorvary Property then can be accessed by a network of unimproved 4-wheel drive roads which
provide access to most of the property.
4. Jurisdiction Risk
Wyoming is generally believed
to be favorable to permitting of mines and mining facilities. Wyoming is a resource driven economy with oil and gas production
as well as being the location of many mines that produce coal, uranium, iron ore, trona, bentonite and many other mineral. Wyoming
is also a state with recent emerging gold districts. There was historic gold prospecting and mining in Wyoming but in recent years
there has been extensive exploration and drilling in the Rattlesnake Hills, most recently by RFG Resources, Inc. where 78,000 meters
of drilling has occurred. In proximity to the Lewiston district along the Oregon Trail pass, however, there are no mining withdrawals
in the area near the Oregon Trail National Historic Parks. The Lewiston District is not within the Sage Grouse focal withdrawal
area for mining activity in Wyoming as outlined by the Bureau of Land Management. Just to the north of Atlantic City, U.S. Steel
operated an open pit Iron mine for 20 years that was closed in 1982 when reserves were depleted. However, substantial infrastructure
and skilled labor are present in Wyoming for commercial mining operations.
5. Mining Claims
The Gyorvary Patents and
Unpatented Lode Mining Claims are located in T28N, R98W, Sections 4,5,8 and T29N, R98W, Sections 33 and 34, 6
th
Principle
Meridian, Fremont County, Wyoming. There are 16 unpatented lode mining claims and 3 patented mining claims totaling approximately
380 acres or 154 hectare. Patented mining claims are effectively fee simple private ownership and are highly desirable as they
are subject to less restrictive permitting and regulatory issues. The three Helen G, Mill and Star Lode patented mining claims
are strategically located in the same area.
Figure 2: Hidden Hand Mine Area Map Southeast of Atlantic City,
Wyoming
The patented mining claims
are as follows:
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Mineral Survey #338
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Helen G Lease
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Hidden Hand
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Helen G
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Morris
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Mill
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Casselton
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Star Lode
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The unpatented claims on
federal lands open to mineral entry that are listed as active by the Bureau of Land Management LR2000 are as follows:
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Good Foot
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Miracle
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Jerry Dain
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Good Hole
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Jerry Dain #2
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Magyar Aranyaso
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Jerry Dain #3
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Mighty Nemo
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Good Hope
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Atkins
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Veta Grande
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Boylan
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Hidden Hand Frac
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McKay
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Amanda Lode
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JDW
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6. Geology
The rocks in the South
Pass area are Archean sediments and volcanic rocks that were deposited more than 2.8 billion years ago (D. Hausel). These rocks
were metamorphosed over time to create greenstones, greywackes and metagreywackes that are seen today. The Lewiston area is located
opposite and is the east limb of the synform of the Atlantic City-South Pass regional camp (C.S. Bow Anaconda Report). The gold
bearing shear zones in the Lewiston District occur in chloritized hematinic metagraywacke of the Miners Delight Formation (D. Hausel,
1988). The lode gold deposits of this area are focused along the shear zones or faults. The strike trending shear zones of the
Lewiston District parallel fold limbs in the metagreywackes and are thought to have formed during regional folding, (D. Hausel).
Cross cutting shears or faults are poorly mineralized. The strike trending shears are mineralized and can be traced for greater
than 3 miles along strike with rich ore shoots occurring in fold closures, with much of the strike exposure covered. Dan Hausel
believes there are rich ore shoots hidden below cover that require exploration work to identify in the area of the Hidden Hand
Mine. There has been no testing of continuity down dip with the deepest mines in the district not much more than 100 feet deep
which are currently not accessible.
7. Rock Sample Assays
In the Lewiston District
mineralized widths of 5 to 8 feet to as great as 30 feet at the Hidden Hand with strike lengths of 100 to 500 feet were sampled
with assays ranging from 0.001 to .07 opt gold (C.S. Bow Anaconda Report). The highest assay for the Lewiston district found in
literature was 3,100 oz/ton gold (PFAFF, 1978) as listed in a State of Wyoming Precious Metals report but no specific assay data
was provided. The rock sample data reviewed was collected by U.S. Borax, Newmont, Quincy Energy, James Baughman and others and
indicated pervasive gold is present district-wide in concentrations of 1 to 2 grams per ton gold, with some high grade samples
present which are greater than 10 grams per ton in certain locales.
8. Drill Results
Drill data in the area
reviewed was for the Carissa and Duncan Mine prospects in the South Pass –Atlantic City District to the northwest. No drill
data was reviewed for the Lewiston area mines. The drill data reviewed was for drilling in 1973-74, 1989 and 1994. The drilling
at the Carissa and Duncan Mine prospects encountered gold bearing veins with widths from less than 1 foot up to 18 feet in width
with grades ranging from .025 ounce per ton (opt) to 1.3 opt. The average width of gold bearing veins was 6.84 feet with an average
grade of 0.23 opt gold.
9. Mary Ellen Mill
The Mary Ellen
Mill is located 10 miles northwest from Lewiston, Wyoming and owned by Steve Gyorvary. The Mary Ellen Mill is located on BLM lands
and operates under Wyoming DEQ Permit #6385. The mill is a gravity and floatation circuit that has the through-put capacity of
2 to 3 tons per hour. The gold recovery of the gravity circuit is 60% and the gold recovery of the floatation and gravity circuit
is up to 92% based on communication with Stephen Gvorvary. Based on test work done by Hazen Labs from Denver, Colorado, the optimal
recovery for gold is obtained by getting the ore ground to 80%, passing 65 mesh size. The mill circuit operates as follows:
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the
ore
is
crushed
by
passing
through
a
jaw
and
roll
crusher;
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it
is stored in a 50 ton fine ore bin;
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the
material is then fed through a scoop feed
into a 4’x5’ Denver ball mill;
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the
material runs through a coarse gold jig
and over a Wilfley table to collect the
coarse gold;
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the
material goes to a size classifier;
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the
underflow (material coarser than 65 mesh)
gets re-circulated for grinding in the ball
mill; and
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the
overflow (material finer than 65 mesh) goes
to the floatation cells to create a gold
concentrate.
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The reduction ratio based on communication
with Gyorvary is 60 to 1. It is believed that concentrate averages 17 ounces gold per ton.
Figure 3: Claim Map- Patented Claims Yellow, Gyorvary Unpatented
Claims Blue
10. Property Acquisitions
Over the course of the
next 12 months, we staking or acquiring through lease arrangements additional claims to the north and south of the Gyorvary Property
to control the other historic mines including the Mint, Good Hope, Bullion, Iron Duke, Irish Jew and Wolf Mine to the north. It
should be noted that other companies such as Newmont Mining, Nugget Gold, Quincy Energy and others had district land positions
so exploration could be conducted district wide.
11. Surface Exploration
Over the course of the
next 6 to 18 months, we further intend to: (1) complete a thorough geochemical sampling program with rock, soil and stream sediment
sampling done systematically to cover the district to identify all anomalous gold occurrences; (2) conduct detailed sampling and
mapping of the known gold occurrences; (3) conduct a high resolution, close line spacing, magnetic survey of the district, and
(4) create and undertake drill targets for core drilling so as to create definable resources.
12. Underground Exploration and Development
Based on the historic reports
and information, the rehabilitation and opening of the underground working at the Hidden Hand Mine and other mines would be a first
step in evaluating the mineral potential of the property. Once the underground workings have been opened and rehabilitated for
safe work, we believe sampling and drilling will be recommended in order to block out and develop a resource for the Hidden Hand
Mine. A drilling budget of $288,000 is estimated in our
pro forma
budget for a total of 1600 meters of core drilling in
year one. The same efforts are intended to occur on the other nearby mines that are expected to be prioritized by ownership, land
status, access, data evaluation and historic production.
Once a resource has been
determined, mining and milling of the ores is anticipated to occur on site to test the metallurgy and recovery of gold from the
ores as a prelude to a full-scale commercial operation. Gyorvary has had test work done by Hazen Labs of Denver, Colorado, and
the results of this test work are available to the Company. Mineral Mountain is evaluating whether to conduct additional metallurgical
test work by a lab of its choosing to confirm the results of Hazen Labs.
13. Preliminary Mine Rehabilitation and Exploration
Plan
The Gyorvary
Property has multiple streams of mineral material feed present. Mineral Mountain plans to reopen the Hidden Hand Shaft by re-timbering
the old shaft. Assuming the work is successful in repairing the shaft, the Company has outlined a plan to drive new drift along
the Hidden Hand vein and to cut drill stations in order to drill short holes along strike and at depths of perhaps 100 feet to
200 feet below the lowest level of the Hidden Hand. These drill holes will target the downward projections of existing ore shoots
that are identified from sampling and mapping on the number one level.
14.
Bureau of Land Management
Use of the surface of our
unpatented mining claims is subject to regulation, the cost of compliance with which could delay or prevent us from proceeding
with exploration. Any activities which we conduct on the surface of our unpatented mining claims are subject to compliance with
and may be constrained or limited by Bureau of Land Management or Forest Service surface management regulations and state environmental
requirements. In addition, there are limits to the uses of the surface of unpatented mining claims, particularly for the types
of facilities which would be ancillary to our mining operations, and both the Bureau of Land Management and the Forest Service
have some degree of discretion in allowing the use of federal lands that might adjoin any of our unpatented mining claims for surface
activities which we would need for exploration, development and mining operations. For example, in the past the Forest Service
considered adoption of a “Roadless Initiative” which would have prohibited the construction of new roads or the re-construction
of existing roads in 43 million acres of inventoried road-less areas within the National Forest System. All of the Company’s
Wyoming properties are located in or near the National Forest and may be impacted by such “Roadless Initiatives.” As
a result, there can be no guarantee that we will be able to obtain the access necessary to conduct required exploration, development
or ultimately mining activities on those properties. In addition, to the extent we progress towards the development of a mine at
any of our properties, there may not be sufficient surface land available for the ancillary facilities necessary to develop the
mine. Compliance with the foregoing regulations could be expensive, causing us to delay or not develop certain areas.
Iditarod Mining District Project, Flat, Alaska
1. Executive Summary
Mineral
Mountain controls 66 State of Alaska Claims on state land adjacent to the gold mining community of Flat, Alaska. Flat is approximately
280 miles northwest of Anchorage in an area of moderate relief in southwest Alaska. The area is within the Iditarod Mining District.
Mineral Mountain believes that an intrusive related gold system occurs within its land holdings.
The target is a bulk tonnage
open pit gold resource within the prolific Kuskokwim Gold Belt.
Mineral Mountain, through
its subsidiary Nordic Gold Mines, Inc., has a lease agreement with an option to purchase with Ben Porterfield, the owner of 30
Alaska state claims. The Company has also staked an additional 36 claims which adjoin the Porterfield owned claims to the south.
The area is served by air
transport and there is a well maintained gravel road system connecting the town of Flat with placer workings on four creeks within
the area. From the time of the initial discovery in 1908 until 1966, the latest figures available, gold production totaled 1.3
million ounces, ranging from 70,000 to 97,000 oz/yr from about 30 separate placer operations. It is particularly noteworthy that
the major placers and most of the production came from streams draining an area no larger than about eight square miles.
There has been little lode
mining in the area. The most productive mine, the Golden Horn, which was founded in 1921, shipped a little over 500 tons of ore
containing gold grades of about 5 ounces per ton to the Tacoma smelter in the 1920’s and 1930’s.
The area has attracted
industry attention because of the substantial production of placer gold from a comparatively small area and postulated favorable
geology for the development of economic lode gold deposits. Regional exploration has been conducted by the U.S.G.S. and the U.S.B.M.
until the 1960’s and some additional work was done by Union Carbide in the 1970’s, WGM in the 1980’s, and Placer
Dome in the 1990’s. Exploration included geological mapping, trenching, rock and soil sampling, drilling, an airborne magnetic
and VLF survey, ground magnetic surveys, and initial mineral resource estimates on the Golden Horn Mine.
2. Iditarod Project
Mineral Mountain has acquired
the Iditarod Gold project located in the historic Kuskokwim Gold Belt of Southwest Alaska. The Iditarod Project is on State of
Alaska land and covers an area of 16.5 square miles. The target is a bulk tonnage open pit gold resource in the prolific Kuskokwim
Gold Belt.
The Iditarod Project covers
geochemical anomalies of gold and antimony in rocks and soils and the project overlays a large magnetic anomaly that was defined
by a 2011 airborne geophysical survey of the Alaska Division of Geological & Geophysical Survey (DGGS). The claim block also
contains identified gold prospects (Golden Ground & Nelson Prospect). The project is located close to Flat, Alaska which is
Alaska’s third largest placer district by production. The presence of placer gold is often a good indication of bedrock enrichment.
Over the next 24 months,
Mineral Mountain is planning a summer field program of soil and rock chip sampling and geologic mapping on the property that will
lead to a drill program. The current plan is to collect in excess of 2,000 soil samples to explore the Iditarod Project and define
a drill target. The 4,000 foot Flat Airstrip is close to the project and will be the staging area for any exploration program.
3
.
Iditarod Target
Ben Porterfield identified
an intrusive related gold target adjacent to the Flat placer gold district based on airborne magnetic data that was collected by
the State of Alaska in 2011. The State of Alaska collected airborne data over State lands in gold trends throughout Alaska and
the Flat work identified a strong magnetic anomaly four miles northeast of Flat. We believe this magnetic anomaly alone is important
because the magnetic signatures of gold systems in the Tintina Gold Belt are almost always associated with magnetic highs. The
Iditarod target is enhanced by the geochemistry of rocks and soils that show strong results of antimony, bismuth, and arsenic,
all pathfinder elements in the large intrusive related gold systems in Alaska and the Yukon. The geology of the magnetic anomaly
is also a strong indication of mineralization as the rock is hornfel – the Kuskokwim sediments have been thermally altered
by an underlying heat source – in this case Ben Porterfield and Mineral Mountain suspect a large Tombstone Granite that is
gold mineralized is the cause of the magnetic anomaly and the hornfel sediments.
The Iditarod target has
the following characteristics that make it a prime drill target – proximity to the 3
rd
largest placer district
in Alaska (Flat), rock and soil samples that have elevated pathfinder (Bi, Sb, and As) elements in addition to gold mineralization,
a strong magnetic high anomaly from airborne geophysics, there are two named gold prospects in the claim block, Nielson Ground
and Golden Prospect (State of Alaska report), and finally the geology of the area is strong hornfel with veining and silicification.
An additional consideration is that Iditarod is 35 miles from a 45 million ounce gold deposit – Donlin Creek. There are numerous
reports on work done by gold exploration companies over a thirty-year period in the Flat district on Doyon land and federal mining
claims that points to a large gold system in the Flat District. Mineral Mountain believes that the Iditarod ground holds a large
disseminated intrusive related gold system.
4. Location, Access, Infrastructure and Climate
The town of Flat is located
approximately 280 air miles (470 km) northwest of Anchorage, 90 air miles (145 km) southwest of McGrath, and 165 air miles (275
km) northeast of Bethel. The Iditarod or Flat District is drained by Otter and Bonanza Creeks. Both flow westward to the Iditarod
River, which, in turn, flows northward to the Yukon River. Earlier in this century during the most active days of placer mining,
equipment and supplies were barged up the Iditarod and then hauled overland to Flat. Recent activity in the district has been sustained
by air transport. A 4,100-foot state maintained airstrip capable of handling large freight aircraft is located between Flat and
Discovery along Otter Creek. A
well-maintained gravel road system connects Flat with the placer workings on Flat, Willow,
Chicken, and Prince Creeks. A spur road provides access to the top of Chicken Mountain and the upper Chicken and Flat Creek placers.
A poorly maintained road connects Flat with the town site of Iditarod, seven miles to the northwest. Supply centers for the area
are Anchorage and McGrath. Anchorage can provide a complete range of services, including support staff and nearly all types of
supplies. Charter air service to Flat is readily arranged and often can be incorporated into scheduled service to the region. McGrath
is the nearest local service center. It is a community of approximately 500 and can provide basic accommodations, food, telephone,
all types of fuel, fixed wing air service, and limited skilled labor. McGrath is a regional center. It is on the route of regularly
scheduled air service from Anchorage for both freight and passenger service. The community has a 5,400 foot paved runway capable
of handling jet aircraft. It lies on the Kuskokwim River which can handle shallow barge traffic from McGrath to the mouth of the
river in the Bering Sea.
A winter trail connects
McGrath to the Flat area. Certain accommodations and services are available in Flat. The present placer miners can provide rental
vehicles, limited heavy equipment for trenching and excavation, housing, and some labor and camp services. These services and facilities,
combined with the road network and large airstrip, make Flat one of the more accessible areas for working in interior Alaska. Flat,
because of its proximity to coastal Alaska, enjoys a relatively mild climate compared to the interior regions of Alaska. Summer
temperatures from May through September average near 0° to 70°F. Winter lows, from November through March are commonly
-10° to +20°F. Total precipitation is approximately 18 inches of water. Local placer miners commonly operate from May through
October. Winter is an excellent time for cross country travel and transport of heavy equipment and geophysical work. Geologic field
work and drilling are readily conducted during the summer.
The moderate relief (about
2,000 feet) is characterized by rolling hills with low-lying intervening areas. Chicken Mountain, the highest feature within the
block, is 2,380 feet in elevation. The lowest point is less than 300 feet above sea level. Black spruce, birch, alder, dense growths
of willow, and extensive soils cover hillsides and valley floors. Higher elevations and ridge tops are covered with tundra vegetation
over mixed soil and talus. In general, rocks are poorly exposed due to deep weathering, especially in mineralized areas.
5. Land Holdings
The property is located
on State of Alaska land is held by State of Alaska claims. Mineral Mountain holds rights to 66 state mining claims, each claim
is 160 acres. It owns 36 of the claims and leases another 30. The leased claims contain an option to purchase from the lessor,
Ben Porterfield. The terms of the lease comprise escalating payments to Porterfield with a work commitment on the property. The
State of Alaska requires an Affidavit of Work Performed on the property or a payment to the State of Alaska in lieu of work to
be submitted by November 30th
of each year. The State further requires a yearly payment for holding
the State Claims.
6.
Regional Geology
The Iditarod Mining District
lies on the northwest flank of the Kuskokwim Mountains, which are underlain principally by a thick section of sedimentary rocks.
The section, dominated by graywacke and shale of the Upper Cretaceous to Lower Tertiary Kuskokwim Group, locally contains interbedded,
intermediate to basic tuffs, flows, and agglomerates. Basal units are calcareous or dolomitic, but the upper portion becomes non-marine
and locally contains coal beds.
The Iditarod-Nixon Fork
Fault, a major, trending strike-slip fault with 20 to 70 miles northeast of right lateral displacement, follows Bonanza Creek on
the south side of the Iditarod district. The major displacement is Late Cretaceous to Early Tertiary in age. Late Cretaceous to
Tertiary intrusive igneous rocks are found throughout the Kuskokwim region, but they appear to be concentrated near major faults.
The intrusives generally range in composition from gabbro to monzonite or quartz monzonite and show considerable compositional
variation within individual plutons. Many are zoned with mafic margins and more felsic cores. At the present erosion level, only
the upper portions of most intrusives have been exposed. Many lode and placer metal occurrences in the lower Kuskokwim region are
associated with these intrusives or the extensive hornfel aureoles that commonly border them. The metals recovered are predominately
gold, silver, tungsten, antimony, arsenic, and mercury. Some tin, platinum, and uranium minerals have been noted in placer concentrates.
Felsic volcanic rocks of Eocene age occur locally along the Iditarod-Nixon Fork Fault and along fold structures. Molybdenum mineralization
has been observed in a few felsic intrusives of uncertain age within the region. Kuskokwim Group sedimentary rocks near Flat have
been intruded by two monzonite plutons known as the Chicken Mountain and Black Creek Stocks plus lesser dikes and plugs. The sedimentary
section, which tends northeast, consists of dark-grey to black shale, siltstone, sandstone, and arkose with minor conglomerate
and coal. Adjacent to the intrusives, these rocks are commonly converted to argillite and hornfel. The hornfel zone commonly extends
to a least 1,000 feet from the contact and tends to weather in positive relief.
The Chicken Mountain (or
Flat Creek) stock is oval in shape, slightly elongated to the north-northwest, and covers four to five square miles. The Black
Creek stock has a pronounced northeast elongation and covers approximately two square miles. The proximity of the two stocks as
well as their similar compositions and zoning patterns (varying from gabbro to quartz monzonite), suggest that the two bodies may
be cupolas off a single intrusive mass. Basal rocks on the crest of Chicken Mountain which extend northward almost to the Black
Creek stock, and on the northwest side of the Black Creek stock may be either volcanic rocks consanguineous with, and intruded
by, the stocks or a fine-grained chilled phase of the gabbro. The variety and zoning of igneous rocks, as well as the presence
of deuteric alteration and hybrid rocks (such as orthoclase-bearing and biotite rich gabbro), suggest strong differentiation of
the parent magma and widespread disequilibrium conditions. Both deuteric and hydrothermal alteration effects have been observed
adjacent to and within the two stocks, but in general, alteration patterns are poorly defined.
Alteration is most pronounced
adjacent to structures such as veins and faults. Sedimentary wall rocks are commonly hornfeled and, in places, silicified adjacent
to the monzonite stocks
.
Despite the generally unreactive nature of the sediments, there is a wide zone of strong hydrothermal
alteration in wall rocks along the southeastern contact of the Black Creek stock. There are significant gold values in zones containing
quartz veins and veinlets in the heads of Flat, Chicken, and Happy Creeks.
This mineralization is
apparently related to the more felsic intrusive phases near the center of the Chicken Mountain stock. Gold assays of several ounces
per ton were obtained from the northeast-striking Golden Horn vein at Black Creek. This vein consists of quartz, calcite, scheelite,
and arsenopyrite, with lesser pyrite, stibnite, galena, sphalerite, and traces of molybdenite. The vein had a maximum width of
2.5 feet, but horsetails into several smaller veins at a depth of 270 feet in the lower workings of the Golden Horn Mine. It cuts
biotite gabbro along and sub-parallel to the eastern contact of the Black Creek stock. Quartz-scheelite veins and veinlets cut
monzonite northwest of the Golden Horn vein. Gold enrichment occurs over wide (greater than 100 feet) zones in altered wall rock
and monzonite along portions of the eastern Black Creek contact zone. Quartz-stibnite-cinnabar veins have been noted at several
lode prospects in the district as well as in the Black Creek stock and contact zone.
Placer gold produced in
the Iditarod district has come almost entirely from streams that drain the two monzonite stocks and/or their contact zones. Total
production is over 1.3 million ounces and comes from sources that probably cover no more than about eight square miles. Cinnabar
is ubiquitous in sluice concentrates, and scheelite is an abundant constituent in certain locations, especially Otter Creek. Other
minerals reported in placers include stibnite, cassiterite, chromite, magnetite, arsenopyrite, galena, zircon, monazite, and allanite.
Placer deposits are both alluvial and residual types. Residual or (semi-residual) placers weathered from monzonite bedrock have
been worked near the junction of Black and Otter Creeks and along the upper reaches of Happy, Flay, and Chicken Creeks near the
common head.
7. Placer Production
Gold was discovered near
Flat on Christmas Day, 1908, when two prospectors from Ophir found values on Otter Creek at what is now the town site of Discovery.
There was little mining around Flat during 1909 as news of the find leaked out slowly, but more than 2,000 people arrived in 1910
with equipment and supplies. The first dredge was installed on Flat Creek in 1912 and by 1915 there were 27 mining operations,
including two dredges. A yearly account of mining activity is available from the U.S. Geological Survey (
see
reports by
Brooks, Martin, Moffit, and Smith) and the U.S. Bureau of Mines (
see
Smith reports). The following data are from these sources.
The years 1911 and 1912 were most productive, yielding approximately 120,000 and 169,000 troy ounces of gold respectively. Between
1913 and 1920 annual production ranged from 70,000 to 97,000 troy ounces. Placer recoveries waned between 1920 and 1933 to less
than 25,000 ounces per year due to water shortages, transportation difficulties, and early freeze-ups. Increased output, which
persisted until World War II, followed the 1934 rise in gold prices from $20.67 to $35.00 per ounce. Production again recovered
after a sharp drop in 1943 and 1944 when gold mining activities were halted by the War Production Board. Total production to 1966,
which is the latest figure available, was about 1.3 million troy ounces of gold.
It is noteworthy that the
major placers are on streams draining two areas which total no more than eight square miles. The main production was by dredging
on Flat, Otter, and Black Creeks. Independent operations on Otter, Willow, Happy, Chicken, Slate, and other smaller creeks also
produced a considerable quantity of gold. The smaller operations were dragline, hydraulic and hand sluicing on the streams and
their benches.
Both alluvial and residual
placers at the heads of Happy, Flat and Chicken Creeks have been known since about 1910. A combination of placer and residual gold
was reported by Brooks (1915) overlying monzonite bedrock in Otter Creek, now covered by tailings.
8. Lode Production
Lode production from the
Flat district is limited. Ore from quartz stringers at the head of Flat Creek with a “considerable amount of gold”
was shipped to Tacoma in 1915 (Brooks, 1915). Other lode prospects are at the heads of Happy and Granite Creeks and in the Black
Creek-Golden Horn Mine area. The Golden Horn Mine was the district’s most productive lode source. This vein deposit, discovered
in 1921, was first mined in 1922, and ore shipments were made that year and also in 1925, 1936, and 1937. A total of 528 tons of
ore shipped to the smelter at Tacoma contained 2,706 ounces of gold, 2,620 ounces of silver, 9,336 pounds of lead and 653 pounds
of zinc.
There are at least 303
feet of shafts, 1,025 feet of drifts, 300 feet of crosscuts, and 180 feet of raises in the Golden Horn. Configurations of the old
workings are speculative because the mine is now flooded and partially frozen, but most of the tunneling strikes northeast and
southwest of the main shaft. Old workings approximately 300 feet south of the Golden Horn nine consist of two shafts, 25 and 40
feet deep, and several pits.
9. Previous Work
Many investigators have
worked in the Flat Block. Numerous government studies have identified geology in this area as potentially favorable for viable
lode sources of gold. Between 1910 and 1930, U.S. Geological Survey (“U.S.G.S.”) investigators of the area included
Brooks, Eakin, Maddren, Martin, Mertie, Moffit, and Smith. Valuable information on production, bedrock geology, placers, and lode
potential was recorded by these investigators. More recently, the U.S.B.M. conducted studies which supported the conclusion that
this is a favorable location with potential viable lode sources of gold (
see
investigations by Kimball, 1969, and Maloney,
1962). The district was the subject of a joint U.S.G.S., Alaska Division of Geological and Geophysical Surveys, and University
of Alaska investigation that led to several State publications. Kimball’s work involved the evaluation of lode gold in the
monzonite stocks, using a gasoline-powered track-mounted auger, and even though only gold and silver were measured and the five
to twelve pound samples were probably too small to accurately represent bedrock gold values, the results favored further exploration.
Maloney was concerned with mercury-antimony potential, and most of his samples were from trenches cut in the Black Creek and upper
Chicken Creek areas. The U.S.G.S., Alaska Division of Geological and Geophysical Surveys, and University of Alaska have for several
years been studying the Flat area. These consist of both regional and detailed studies. Reports discussing this work have been
published, including the State of Alaska Professional Paper 97.
10. Mineral Potential
A number of lode and placer
gold occurrences associated with monzonitic intrusives are present in the lower Kuskokwim region. These intrusives are commonly
surrounded by extensive hornfels aureoles and exhibit a range of compositional zoning. Common accessory metals associated with
the gold mineralization are silver, tungsten, antimony, arsenic, mercury and tin. Substantial placer gold has been recovered from
some of these systems, and mining in the region has continued to the present.
Flat is the most well developed
of these systems. Nearly all the gold has come from placer production, but several lode occurrences have been recognized. Exploration
programs in the area have identified a number of anomalous areas. However, lode exploration has focused on the Golden Horn vein,
a relatively small part of the entire system. Compilation and review of the previous reports and recent geologic mapping should
assist in developing additional targets. The known occurrences suggest the potential in the area for high grade quartz veins, disseminated
and stockwork gold in intrusive or wall rock, and additional placer deposits.
11. Future Exploration
Future exploration program
specifics will be dictated by the type of target selected. The first phase of any project will include a compilation and review
of the available data. This would be followed by an orientation trip to gain a better appreciation of the exposure type of mineralization,
and working conditions. After this initial review, it would be possible to determine whether to pursue targets generated in previous
programs or to establish new objectives.
Work in the area is readily
based from existing facilities between Flat and Discovery, near the state maintained airstrip. For preliminary short term programs,
it may be possible to obtain lodging and vehicles from residents of the area. For longer term programs, vacant buildings are available
for rent and may be used for lodging or other support activities. Food and lodging costs are approximately $200 per day per person.
Much of the geologic work could be done from the existing road network. Labor costs for field help are on the order of $400 per
person per day. Professional contract rates (geologists & field techs) are $600 to $1,000+ per day per person. Bulk supplies,
such as food, fuel, vehicles and equipment can be delivered by short notice by air cargo from Anchorage for $1.75 per pound. Fixed
wing flight chartered for personnel and cargo will generally cost about $600 per hour, including fuel, from Anchorage, Fairbanks,
or McGrath. Helicopter service, will cost about $800-$2,000 per hour, depending on the aircraft with fuel extra. Internet Service
to field crews is now a requirement.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a
party to nor are we aware of any threatened or ongoing legal proceedings against the Company. Nonetheless, it is possible that
from time to time in the ordinary course of business we may be involved in legal proceedings or investigations, which could have
an adverse impact on our reputation, business and financial condition and divert the attention of our management from the operation
of our business. However, we are not aware of any such legal proceedings or investigations and, in the opinion of our Board of
Directors, legal proceedings are not expected to have a material adverse effect on our financial position or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
The Company does not currently
operate any mines related to its claims. As a result, mine safety disclosures are not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information
Our common stock trades
on the OTCQB market under the symbol MMMM. Our common stock has traded infrequently on the OTCQB market, which limits our ability
to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, the following table lists
the quotations for the high and low bid prices as reported by a Quarterly Trade and Quote Summary Report of the OTC Pink market
for the calendar years 2016 through August, 2018. The quotations from the OTC Pink market reflect inter-dealer prices without retail
mark-up, markdown, or commissions and may not represent actual transactions.
|
|
|
2016
|
|
2017
|
|
2018
|
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
1
st
Quarter
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
$
|
0.04
|
|
|
$
|
0.16
|
|
|
$
|
0.11
|
|
|
2
nd
Quarter
|
|
|
$
|
0.07
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.20
|
|
|
$
|
0.11
|
|
|
3
rd
Quarter
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
4
th
Quarter
|
|
|
$
|
0.14
|
|
|
$
|
0.08
|
|
|
$
|
0.26
|
|
|
$
|
0.05
|
|
|
$
|
0.41
|
|
|
$
|
0.14
|
|
(b) Holders of Common Stock
As of December 31, 2018,
there were approximately 65,619,733 shares outstanding held by approximately 1,301 shareholders.
|
As at
|
|
Number of shareholders
|
|
Number of shares outstanding
|
|
December 31, 2015
|
|
|
|
1,265
|
|
|
|
16,616,162
|
|
|
March 31, 2016
|
|
|
|
1,268
|
|
|
|
16,616,162
|
|
|
June 30, 2016
|
|
|
|
1,281
|
|
|
|
41,416,162
|
|
|
September 30, 2016
|
|
|
|
1,288
|
|
|
|
48,816,162
|
|
|
December 31, 2016
|
|
|
|
1,289
|
|
|
|
51,816,162
|
|
|
March 31, 2017
|
|
|
|
1,289
|
|
|
|
51,816,162
|
|
|
June 30, 2017
|
|
|
|
1,290
|
|
|
|
53,816,162
|
|
|
September 30, 2017
|
|
|
|
1,290
|
|
|
|
53,816,162
|
|
|
December 31, 2017
|
|
|
|
1,296
|
|
|
|
58,016,162
|
|
|
March 31, 2018
|
|
|
|
1,298
|
|
|
|
58,986,162
|
|
|
June 30, 2018
|
|
|
|
1,298
|
|
|
|
60,436,162
|
|
|
September 30, 2018
|
|
|
|
1,300
|
|
|
|
60,436,162
|
|
|
December 31, 2018
|
|
|
|
1,301
|
|
|
|
65,619,733
|
|
(c) Dividends
In the future we intend
to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends
in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board
of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions,
future prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under
Equity Compensation Plans
Stock Options
There are no Stock Options
open as of September 30, 2018.
Warrants
There are 1,720,000 warrants
outstanding, including Board-approved 280,000 warrants for directors’ fees in 2018. Holders of the warrants have no voting
rights of a shareholder, no liquidation preference and no dividends will be declared on the warrants.
(e) Recent Sales of Unregistered Securities
There were sales of unregistered
equity securities by the Company during the fiscal year ending September 30, 2018, as identified below.
Issuance of Common
Shares
There have been private
placements of unregistered common shares during the fiscal year ending September 30, 2018 which are exempt from registration pursuant
to Rule 504. The sales have not exceeded $1 million in value in any given 12 month period and fewer than 35 investors have been
purchasers of the shares. The shares in the offering are restricted securities subject to a one year minimum holding period. Although
not required by Rule 504, moreover, the Company has also made its SEC reports available on its website and the private placements
have not been subject to any general advertising. The Company further believes that all investors would qualify as accredited investors
or sophisticated financial investors.
There were sales of common
equity securities by the Company through private placements with accredited or financially sophisticated investors during the quarter
ending December 31, 2017 as identified below. By Board resolution, the following shares were issued and sold in the quarter ending
December 31, 2017 for a price up to $0.05 per share, to each of the following:
|
Date
of Sale
|
|
Recipient Name
|
|
Aggregate
Offering Price
|
|
Consideration
Received by Registrant
|
|
Shares
Issued
|
|
10/25/2017
|
|
|
Sheldon Karasik
|
|
|
common
at .01
per share
|
|
|
$
|
10,000
|
|
|
|
1,000,000
|
|
|
11/5/2017
|
|
|
Jonathan Ogle
|
|
|
common
at .05 per share
|
|
|
$
|
10,000
|
|
|
|
200,000
|
|
|
11/7/2017
|
|
|
Jacob Karasik
|
|
|
common
at .05 per share
|
|
|
$
|
5,000
|
|
|
|
100,000
|
|
|
11/7/2017
|
|
|
Jeffery Ogle
|
|
|
common
at .05 per share
|
|
|
$
|
10,000
|
|
|
|
200,000
|
|
|
12/4/2017
|
|
|
Jeffery Ogle
|
|
|
common
at .05 per share
|
|
|
$
|
10,000
|
|
|
|
200,000
|
|
|
12/20/2017
|
|
|
Manuel Reyero
|
|
|
common
at .05 per share
|
|
|
$
|
100,000
|
|
|
|
2,000,000
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
$
|
145,000
|
|
|
|
3,700,000
|
|
Through this private placement,
the securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved
in the foregoing issuances and grant and we paid no underwriting discounts or commissions. The securities sold are subject to transfer
restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not
been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption there from.
The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
There were additional private
placement sales of common equity securities by the Company during the year ending September 30, 2018 as identified below (from
January 1, 2018 to September 30, 2018). The sales were completed pursuant to a Form D offering filed on or about February 25, 2018.
By Board resolution, the following shares sold in the year ending September 30, 2018 for a price up to $0.05 per share, to each
of the following:
|
Date of Sale
|
|
Recipient Name
|
|
Aggregate Offering Price
|
|
Consideration Received by Registrant
|
|
Shares Issued
|
|
2/9/2018
|
|
|
Felix Keller
|
|
|
common at .03 per share
|
|
|
$
|
13,200
|
|
|
|
440,000
|
|
|
2/15/2018
|
|
|
Richard Schaper
|
|
|
common at .05 per share
|
|
|
$
|
5,000
|
|
|
|
100,000
|
|
|
2/28/2018
|
|
|
Adam Burlock
|
|
|
common at .05 per share
|
|
|
$
|
1,000
|
|
|
|
20,000
|
|
|
3/8/2018
|
|
|
Jacob Karasik
|
|
|
common at .05 per share
|
|
|
$
|
5,000
|
|
|
|
100,000
|
|
|
4/10/2018
|
|
|
Jacob Karasik
|
|
|
common at .05 per share
|
|
|
$
|
10,000
|
|
|
|
200,000
|
|
|
5/2/2018
|
|
|
Sheldon Karasik
|
|
|
common at .05 per share
|
|
|
$
|
25,000
|
|
|
|
500,000
|
|
|
6/21/2018
|
|
|
Sheldon Karasik
|
|
|
common at .05 per share
|
|
|
$
|
25,000
|
|
|
|
500,000
|
|
|
6/21/2018
|
|
|
Jonathan Ogle
|
|
|
common at .05 per share
|
|
|
$
|
10,000
|
|
|
|
200,000
|
|
|
6/30/2018
|
|
|
Sheldon Karasik
|
|
|
common at .01 per share
|
|
|
$
|
5,000
|
|
|
|
500,000
|
|
|
8/20/2018
|
|
|
Stillmont Advisors (1)
|
|
|
common at .04 per share
|
|
|
$
|
25,000
|
|
|
|
625,000
|
|
|
8/30/2018
|
|
|
Jonathan Ogle (1)
|
|
|
common at .05 per share
|
|
|
$
|
10,000
|
|
|
|
200,000
|
|
|
9/12/2018
|
|
|
Francia Gomez (1)
|
|
|
common at .05 per share
|
|
|
$
|
30,000
|
|
|
|
600,000
|
|
|
9/13/2018
|
|
|
Encore Tickets (1)
|
|
|
common at .04 per share
|
|
|
$
|
10,000
|
|
|
|
250,000
|
|
|
TOTAL (as of September 30, 2018)
|
|
|
$
|
164,200
|
|
|
|
2,560,000
|
|
|
TOTAL (issued after September 30, 2018)
|
|
|
—
|
|
|
1,675,000
|
|
|
(1)
|
The Shares were purchased, in whole or in part, on the dates shown but the shares were not issued until after September 30, 2018.
|
The Company filed and claimed
an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of
the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were (a) “accredited
investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement
under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us
or our representatives. No underwriters or agents were involved in the foregoing issuances and grant and we paid no underwriting
discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities
contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered
or sold absent registration or pursuant to an exemption there from. The securities were not registered under the Securities Act
and such securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act and any applicable state securities laws.
The following shares were
issued in the fiscal years ending September 30, 2018 for director, officer and/or consultant services rendered as follows:
|
Date of Issue
|
|
Recipient Name
|
|
Aggregate Price Per Share
|
|
Approximate Value of Services Received by Registrant
|
|
Shares Issued
|
|
1/5/2018
|
|
|
Peter Papasavas – legal services
|
|
|
common at .001 par value
|
|
|
$
|
40,000
|
|
|
|
250,000
|
|
|
2/9/2018
|
|
|
Felix Keller - conversion of warrant
|
|
|
common at .02 per share
|
|
|
$
|
8,999
|
|
|
|
60,000
|
|
|
4/24/2018
|
|
|
Peter Papasavas – legal services
|
|
|
common at .001 par value
|
|
|
$
|
5,500
|
|
|
|
50,000
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
$
|
54,499
|
|
|
|
360,000
|
|
The following shares were
issued from October 1, 2018 through to December 31, 2018 for director, officer and/or consultant services rendered as follows:
|
Date of Issue
|
|
Recipient Name
|
|
Aggregate Price Per Share
|
|
Approximate Value of Services Received by Registrant
|
|
Shares Issued
|
|
11/08/2018
|
|
|
Peter Papasavas – legal services
|
|
|
common at .001 par value
|
|
|
$
|
50,000
|
|
|
|
200,000
|
|
|
11/08/2018
|
|
|
Michael Miller - director
|
|
|
common at .001 par value
|
|
|
$
|
8,000
|
|
|
|
40,000
|
|
|
11/08/2018
|
|
|
Ulises de la Garza - director
|
|
|
common at .001 par value
|
|
|
$
|
6,000
|
|
|
|
30,000
|
|
|
11/08/2018
|
|
|
Felix Keller - director
|
|
|
common at .001 par value
|
|
|
$
|
8,000
|
|
|
|
40,000
|
|
|
11/27/2018
|
|
|
Sheldon Karasik
|
|
|
common at .02 per share
|
|
|
$
|
80,000
|
|
|
|
4,000,000
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
$
|
152,000
|
|
|
|
4,310,000
|
|
By Board resolution, the
following shares were issued and sold from October 1, 2018 through to December 31, 2018 for a price of up to $0.05 per share, to
each of the following:
|
Date of Sale
|
|
Recipient Name
|
|
Aggregate Offering Price
|
|
Consideration Received by Registrant
|
|
Shares Issued
|
|
10/1/2018
|
|
|
Francia Gomez
|
|
|
common at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
10/22/2018
|
|
|
Stillmont Advisors
|
|
|
common at .04 per share
|
|
|
$
|
25,000
|
|
|
|
625,000
|
|
|
10/22/2018
|
|
|
Jonathan Ogle
|
|
|
common at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
10/24/2018
|
|
|
Jeffery Ogle
|
|
|
common at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
11/08/2018
|
|
|
Jeffery Ogle
|
|
|
common at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
11/21/2018
|
|
|
Encore Tix
|
|
|
common at .04 per share
|
|
|
$
|
10,000
|
|
|
|
250,000
|
|
|
11/27/2018
|
|
|
Ray Kohn
|
|
|
common at .05 per share
|
|
|
$
|
1,000
|
|
|
|
20,000
|
|
|
11/27/2018
|
|
|
Stillmont Advisors
|
|
|
common at .04 per share
|
|
|
$
|
25,000
|
|
|
|
625,000
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
$
|
141,000
|
|
|
|
3,100,000
|
|
The
Company filed and claimed an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Rule
506 of Regulation D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were
(a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in
a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general
solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and grant and we
paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing
the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and
may not be offered or sold absent registration or pursuant to an exemption there from. The securities were not registered under
the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from
registration under the Securities Act and any applicable state securities laws.
The
above-mentioned shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”).
No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management.
There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
Issuer Purchases of Equity Securities
We did not repurchase any
of our equity securities during the year ended September 30, 2018.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting
company, this section is not applicable to the Company’s Annual Report.
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Financial
Statements and Supplementary Data” and our consolidated financial statements, related notes, and other financial information
appearing in this Annual Report. In addition to historical consolidated financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our
actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute
to these differences include those discussed below and elsewhere in this Annual Report, particularly in “Risk Factors”
and “Forward-Looking Statements.”
Company Goals and Objectives
Mineral Mountain currently
has leases and staked claims at two properties, the Iditarod Gold Project in Flat, Alaska and Lewiston, in Fremont County, Wyoming
near the South Pass. Flat is Alaska’s third largest placer gold district. Mineral Mountain, through its wholly owned subsidiary, Nomadic
Gold Mines, Inc., has leases on thirty claim blocks and has separately staked thirty-six claims adjacent thereto. All of the property
is on State of Alaska land.
Mineral Mountain
also has leases through its wholly owned subsidiary, Lander Gold Mines, Inc., near Lewiston, Wyoming. It has leases on nineteen
claim blocks (three patented and sixteen unpatented) and intends to stake or acquire additional claims adjacent to or nearby the
leased claims. Aside from the three patented claims, the remainder of the leased claims is on land managed by the Bureau of Land
Management. The leased claims are within close proximity to a permitted mill available for processing on a per ton basis.
The Company’s long-term
goals are: (i) to develop both properties; (ii) to position the Company for a possible acquisition by a major mining company; and
(iii)
to pursue other business opportunities, both related and unrelated to our existing
mining activities with the view of generating cash flow from operations, which our existing mining activities have not accomplished.
The short-term goal is to complete raising funds privately for the immediate development of the Hidden Hand Mine, one of the patented
claim blocks the Company leases on the Wyoming property, and to increase the number of claims under its control. We estimate that
the budget for doing so is $1,804,000; $1,573,000 of that would be for development costs and $231,000 of that would be for operating
costs. To the extent commercial mineralization is located and exploited, any resulting profits would then be invested in the
development of the Iditarod Gold Project. The two year operational budget for that Project is expected to amount to $2,970,000.
Overview
Mineral Mountain is an
early stage mineral exploration company. Our primary expenditures at this stage consist of payment of various governmental fees
to maintain the priority of our unpatented mining claims, payment of our debt service, payment of exploration services, payment
of accounting and legal fees, and general office expenses.
Mineral Mountain’s
losses for the years ended September 30, 2018 and September 30, 2017 were $523,153 and $204,861, respectively. Mineral Mountain’s
loss for fiscal year 2018 is due primarily to operating expenses in three categories: general and administrative expenses of $220,776;
legal and professional fees of $74,662; payroll expense of $140,742; and mineral property expense of $79,321. Mineral Mountain’s
loss for the fiscal year ended September 30, 2017 is due primarily to general and administrative expenses of $51,058, professional
fees of $40,000; mineral property expense of $101,679 and mineral property option expense of $10,000.
Mineral Mountain’s
primary, near term business objective is to raise sufficient capital to retain Mineral Mountain’s current mineral properties,
to explore them and acquire additional projects, and to pay general and administrative expenses. Mineral Mountain had budgeted
approximately $300,000 for the year ending 2018 to cover Mineral Mountain’s accounting and legal fees and general and administrative
expenses. Mineral Mountain also estimates that approximately $500,000 (including lease and claim payments and contractually required
work commitments) will be required to fund our operations for the next 12 months assuming minimal exploration activities and excluding
the cost of acquisitions.
Mineral Mountain has substantial
operational commitments to fund in order to maintain Mineral Mountain’s land holdings. This includes work commitments and
lease payment obligations of $5,240,000 over the course of eight years to maintain the Lease Agreement and Option to Purchase for
the State of Alaska claims previously described in this document.
During 2017 and the fiscal
year ended September 30, 2018, our principal sources of liquidity included cash received from related party notes payable and sales
of our common stock. We intend to use new capital in the form of new equity or debt to further advance objectives. Net cash used
by operating activities totaled $298,912 and $104,904 for the years ending September 30, 2018 and 2017, respectively. The change
between 2017 and 2018 is primarily attributed to the increase in non-cash issuances of common stock for services in 2018 as compared
to 2017 as a result of an increase in overall spending of the Company during 2018. The increase from 2017 to the fiscal year ended
September 30, 2018 is primarily attributed to an increase in lease amortization, common stock issued for services and warrants
issued for directors’ fees. Net cash provided by financing activities totaled $280,300 and $69,000 for the years ending September
30, 2018 and 2017, respectively. The change between 2017 and 2018 is primarily attributed to the increase in issuances of common
stock for cash in 2018 as compared to 2017. The cash decreased to $1,900
at September 30, 2018
from $5,011 at September 30, 2017, principally reflecting the net cash used by operations during the period, offset by the sales
of common stock.
Beginning in
January, 2015 and through September 30, 2018, Mineral Mountain borrowed funds principally from John Ryan and his affiliates (the
“Ryan Group”) to fund the minimum activities of Mineral Mountain. As of September 30, 2018, we have debts owed of approximately:
|
o
|
$9,660.00
to John J Ryan, the son of Mineral Mountain’s Vice President; and
|
|
o
|
$55,342.11
to Premium Exploration (USA), Inc., a Nevada corporation. Premium Exploration is a company of which Mr. Ryan is President and is also in the mineral exploration and development business.
|
In total, we borrowed $65,000
from Mr. Ryan and entities or his affiliates of which $57,000 in principal is outstanding. This amount bears interest at a rate
between 5% and 10% per annum. Pursuant to the terms of the loan agreements, interest on the unpaid balance increased from 5% to
10% for the $35,000 note on August 2, 2018 and interest increased 5% to 10% for the $15,000 note on September 27, 2018. The outstanding
principal and interest are due, upon demand of payment by the Ryan Group, on July 1, 2019. The outstanding principal will continue
to earn 10% interest if demand for payment is not made on July 1, 2019 or in the event of default pursuant to the terms of the
agreements.
Because Mineral Mountain
did not anticipate earning revenues from mining operations in the foreseeable future, Mineral Mountain sought additional financing
from the public or private debt or equity markets to continue to protect Mineral Mountain’s properties and to continue exploring
and acquiring additional projects. There can be no assurance that Premium Exploration, Mr. Ryan, or others will continue to advance
funds to Mineral Mountain or that Mineral Mountain’s efforts to obtain additional financing will be successful. Further,
the transaction which is the subject of this Annual Report is the vehicle we anticipate will provide the necessary funding to Mineral
Mountain.
As reflected
in our accompanying financial statements, we have limited cash, negative working capital, no revenues and an accumulated deficit
of $2,805,798 and $2,282,645 for the years ending September 30, 2018 and September 30, 2017, respectively. These factors indicate
that we may be unable to continue in existence in the absence of receiving additional funding. In addition to our operating expenses
which average approximately $25,000 per month, management’s plans for the next twelve months include approximately $2,500,000
of cash expenditures for exploration activity on the Iditarod and Wyoming properties. We believe that we will generate sufficient
financing from the Equity Purchase Agreement in order for the Company to continue to operate based on current expense projections.
Nevertheless, we are unable to provide assurances that it will be successful in providing sufficient sources of capital. If we
fail to raise the necessary funds to continue operations we might be required to significantly reduce the scope or completely cease
our operations.
Dividend Policy
We
have never declared or paid, and do not anticipate declaring or paying, any cash dividends on any of our capital stock. We do not
anticipate paying any dividends in the foreseeable future, and we currently intend to retain all available funds and any future
earnings for use in the operation of our business and to finance the growth and development of our business. Future determinations
as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on
then-existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements,
business prospects and other factors our board of directors may deem relevant. Our loan agreements limit our ability to pay dividends
or make other distributions or payments on account of our common stock, in each case subject to certain exceptions.
Off-Balance Sheet Arrangements
The Company has not undertaken
any off-balance sheet transactions or arrangements.
Recent Accounting Pronouncements
In February 2016, the FASB
issued ASU No. 2016-02, Leases, which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the
definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and, (c)
causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases
with a lease-term of more than twelve months. The standard is effective for calendar years beginning after December 15, 2018. The
Company has chosen to adopt this standard early, resulting in the recognition of a right of use asset and lease liability, had
the Company not chosen early adoption lease payments would have been expensed as incurred.
In March 2016, The FASB
issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718). This ASU was issued as part of the FASB’s simplification
initiative and affects all entities that issued share-based payment awards to their employees. This standard covers accounting
for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows.
The ASU will be effective for annual periods ending after December 15, 2016 and interim periods beginning after December 15, 2016
with early adoption permitted. We believe the adoption of ASU 2016-09 has not materially impacted our consolidated financial statements.
The Company has evaluated
the authoritative guidance issued subsequent to September 30, 2018 and does not expect the adoption of these standards to have
a material effect on its financial position or results of operations.
Limitations on Liability and Indemnification
Matters
We
intend to amend our bylaws to contain provisions that limit the liability of our current and former directors for monetary damages
to the fullest extent permitted by Idaho law. Any limitation of liability pursuant to Idaho law does not apply to liabilities arising
under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.
Our
amended bylaws
will
further authorize us to indemnify our directors, officers, employees, and other agents to the
fullest extent permitted by Idaho law. We intend our amended bylaws also to provide that, on satisfaction of certain conditions,
we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and
permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his
or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions
of Idaho law. We expect to enter into agreements to indemnify our directors, executive officers, and other employees as determined
by the board of directors. With certain exceptions, these agreements will provide for indemnification for related expenses including
attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding.
We believe that these amended bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.
The
intended limitation of liability and indemnification provisions in our amended bylaws may discourage stockholders from bringing
a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation
against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s
investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and
officers as required by these indemnification provisions.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons
controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
Recent Developments
In the year since Mr. Karasik
has taken over as CEO and Chairman, the Company has made significant strides forward. An advantageous lease was executed for the
Gyorvary Property, the Company acquired through its wholly owned subsidiary additional claims at the Lewiston, Wyoming site and
the lease for the Alaska Property was amended so as to reduce the financial burden on the Company, including reducing the Company’s
financial obligations as to the Iditarod Gold Project by $160,000 for the 2018 calendar year. The Company is actively pursuing
the staking of additional property adjacent to the Gyorvary Property. Significantly, the Company’s financial obligations
for calendar year 2018 have been substantially reduced from what they were in the audited period. The Company has also improved
its position in part by raising, during Mr. Karasik’s brief tenure, more than $400,000 in an ongoing private offering, securing
an equity line of credit through the Equity Purchase Agreement and getting the Company listed on the OTCQB exchange.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
The
following table summarizes our consolidated financial data. We have derived the summary consolidated balance sheet data as of September
30, 2018 and consolidated statements of operations data for the year ended September 30, 2018 from our audited consolidated financial
statements included elsewhere in this annual report. Our historical results are not necessarily indicative of our results in any
future period. You should read the following summary consolidated financial data together with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related
notes included elsewhere in this Annual Report. The summary consolidated financial data in this section are not intended to replace
our consolidated financial statements and the related notes and are qualified in their entirety by the consolidated financial statements
and related notes included elsewhere in this Annual Report.
|
MINERAL MOUNTAIN MINING AND MILLING COMPANY
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
Year Ended September 30
|
|
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
74,662
|
|
|
|
40,000
|
|
|
General and administrative
|
|
|
440,839
|
|
|
|
152,737
|
|
|
Mineral property option
|
|
|
—
|
|
|
|
10,000
|
|
|
TOTAL OPERATING EXPENSES
|
|
|
440,839
|
|
|
|
202,737
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(515,501
|
)
|
|
|
(202,737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(5,652
|
)
|
|
|
(2,124
|
)
|
|
Other expense
|
|
|
(2,000
|
)
|
|
|
—
|
|
|
TOTAL OTHER INCOME (EXPENSES)
|
|
|
(7,652
|
)
|
|
|
(2,124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES
|
|
|
(523,153
|
)
|
|
|
(204,861
|
)
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAXES
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(523,153
|
)
|
|
$
|
(204,861
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (1)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING,
BASIC AND DILUTED
|
|
|
58,750,329
|
|
|
|
52,316,162
|
|
|
(1)
|
See Note 2 of the notes to our consolidated financial statements included elsewhere in this Annual Report for a description of how we compute basic and diluted net loss per share attributable to common stockholders.
|
|
|
|
September 30,
2018
|
|
September 30,
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, and marketable securities
|
|
$
|
1,900
|
|
|
$
|
5,011
|
|
|
Working capital
|
|
|
(158,443
|
)
|
|
|
(85,142
|
)
|
|
Total assets
|
|
|
439,398
|
|
|
|
517,829
|
|
|
Total liabilities
|
|
|
377,160
|
|
|
|
302,471
|
|
|
Additional paid-in capital
|
|
|
2,752,600
|
|
|
|
2,444,1486
|
|
|
Accumulated deficit
|
|
|
(2,805,798
|
)
|
|
|
(2,282,645
|
|
|
Total stockholders’ equity
|
|
|
62,238
|
|
|
|
215,357
|
|
Index to Financial Statements
Table Of Contents
Report of Independent Registered Public Accounting
Firm*
To the Board of Directors and Shareholders
of Mineral Mountain Mining and Milling Company
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Mineral Mountain Mining and Milling Company (“the Company”) as of September 30, 2018 and 2017, and
the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the two years then
ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its
operations and its cash flows for each of the two years ended September 30, 2018 and 2017, respectively, in conformity with accounting
principles generally accepted in the United States of America.
Consideration of the Company’s Ability
to Continue as a Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has an accumulated deficit and intends to fund operations through equity financing which may be insufficient to fund its
capital expenditures. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Fruci & Associates II, PLLC
We have served as the Company’s auditor
since 2017.
Spokane, Washington January 14, 2019
* (See Exhibit 6.1 for original Audit Report
of Fruci & Associates II, PLLC).
|
MINERAL
MOUNTAIN MINING AND MILLING COMPANY
|
|
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
September
30
|
|
|
September
30
|
|
|
|
2018
|
|
|
2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,900
|
|
|
$
|
5,011
|
|
|
Total
Current Assets
|
|
|
1,900
|
|
|
|
5,011
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
Investment
in mineral lease
|
|
|
336,000
|
|
|
|
336,000
|
|
|
Mineral
lease, net
|
|
|
101,498
|
|
|
|
176,818
|
|
|
Total
Other Assets
|
|
|
437,498
|
|
|
|
512,818
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
439,398
|
|
|
$
|
517,829
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
21,084
|
|
|
$
|
10,804
|
|
|
Accrued
interest
|
|
|
8,002
|
|
|
|
2,350
|
|
|
Accrued
lease payments
|
|
|
—
|
|
|
|
20,000
|
|
|
Deferred
payroll
|
|
|
74,257
|
|
|
|
—
|
|
|
Notes
payable – related party
|
|
|
57,000
|
|
|
|
57,000
|
|
|
Total
Current Liabilities
|
|
|
160,343
|
|
|
|
90,154
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
Mineral
Lease
|
|
|
216,817
|
|
|
|
212,318
|
|
|
Total
Long Term Liabilities
|
|
|
216,817
|
|
|
|
212,318
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
377,160
|
|
|
|
302,472
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $.10 par value, 10,000,000 shares authorized, none issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
|
Common
stock, $0.001 par value, 100,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
60,436,162
and 53,816,162 shares issued and outstanding
|
|
|
60,436
|
|
|
|
53,816
|
|
|
Additional
paid-in capital
|
|
|
2,752,600
|
|
|
|
2,444,186
|
|
|
Shares
to be issued
|
|
|
55,000
|
|
|
|
—
|
|
|
Accumulated
deficit
|
|
|
(2,805,798
|
)
|
|
|
(2,282,645
|
)
|
|
Total
Stockholders’ Equity
|
|
|
62,238
|
|
|
|
215,357
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
439,398
|
|
|
$
|
517,829
|
|
MINERAL
MOUNTAIN MINING AND MILLING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
Year Ended September 30
|
|
|
|
2018
|
|
2017
|
|
REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
74,662
|
|
|
|
40,000
|
|
|
General and administrative
|
|
|
220,776
|
|
|
|
51,058
|
|
|
Officers’ fees
|
|
|
140,742
|
|
|
|
—
|
|
|
Mineral property expense
|
|
|
79,321
|
|
|
|
101,679
|
|
|
Mineral property option
|
|
|
—
|
|
|
|
10,000
|
|
|
TOTAL OPERATING EXPENSES
|
|
|
515,501
|
|
|
|
202,737
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(515,501
|
)
|
|
|
(202,737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(5,652
|
)
|
|
|
(2,124
|
)
|
|
Other Expense
|
|
|
(2,000
|
)
|
|
|
—
|
|
|
TOTAL OTHER INCOME (EXPENSES)
|
|
|
(7,652
|
)
|
|
|
(2,124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES
|
|
|
(523,153
|
)
|
|
|
(204,861
|
)
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAXES
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(523,153
|
)
|
|
$
|
(204,861
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER
COMMON SHARE, BASIC AND DILUTED
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE
NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED
|
|
|
58,750,329
|
|
|
|
52,316,162
|
|
|
MINERAL MOUNTAIN MINING AND MILLING COMPANY
|
|
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
Additional
|
|
|
|
Shares to
|
|
Total
|
|
|
|
Common
Stock
|
|
Paid-in
|
|
Accumulated
|
|
be
|
|
Stockholders’
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Issued
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
September 30, 2016
|
|
|
48,816,162
|
|
|
|
48,816
|
|
|
|
2,349,186
|
|
|
|
(2,077,784
|
)
|
|
|
40,000
|
|
|
|
360,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
3,000,000
|
|
|
|
3,000
|
|
|
|
50,333
|
|
|
|
|
|
|
|
(40,000
|
)
|
|
|
13,333
|
|
|
Common
stock issued for services
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
38,000
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
|
|
|
|
|
|
|
|
|
6,667
|
|
|
Net
income for period ending September 30, 2017
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(204,861
|
)
|
|
|
—
|
|
|
|
(204,861
|
)
|
|
Balance,
September 30, 2017
|
|
|
53,816,162
|
|
|
|
53,816
|
|
|
|
2,444,186
|
|
|
|
(2,282,645
|
)
|
|
|
—
|
|
|
|
215,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
5,760,000
|
|
|
|
5,760
|
|
|
|
218,340
|
|
|
|
|
|
|
|
55,000
|
|
|
|
279,100
|
|
|
Common
stock issued for services
|
|
|
300,000
|
|
|
|
300
|
|
|
|
45,200
|
|
|
|
|
|
|
|
|
|
|
|
45,500
|
|
|
Common
stock issued for reimbursement of mineral claims
|
|
|
500,000
|
|
|
|
500
|
|
|
|
4,540
|
|
|
|
|
|
|
|
|
|
|
|
5,040
|
|
|
Warrants
issued for directors’ fees
|
|
|
—
|
|
|
|
—
|
|
|
|
39,194
|
|
|
|
|
|
|
|
|
|
|
|
39,194
|
|
|
Exercise
of warrants
|
|
|
60,000
|
|
|
|
60
|
|
|
|
1,140
|
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
|
Net
income for period ending September 30, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(523,153
|
)
|
|
|
—
|
|
|
|
(523,153
|
)
|
|
Balance
, September 30, 2018
|
|
|
60,436,162
|
|
|
$
|
60,436
|
|
|
$
|
2,752,600
|
|
|
$
|
(2,805,798
|
)
|
|
$
|
55,000
|
|
|
$
|
62,239
|
|
|
MINERAL MOUNTAIN MINING AND MILLING COMPANY
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
September 30,
|
|
|
|
2018
|
|
2017
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(523,153
|
)
|
|
$
|
(204,861
|
)
|
|
Adjustments to reconcile net
income (loss) to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
|
|
|
Amortization of mineral lease
|
|
|
59,819
|
|
|
|
50,833
|
|
|
Common stock issued for services
|
|
|
45,500
|
|
|
|
40,000
|
|
|
Common stock issued for reimbursement of mineral claim fees
|
|
|
5,040
|
|
|
|
—
|
|
|
Warrants issued for directors’ fees
|
|
|
39,194
|
|
|
|
—
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts payable
|
|
|
10,283
|
|
|
|
7,000
|
|
|
Increase (decrease) in accrued interest
|
|
|
5,650
|
|
|
|
2,124
|
|
|
Decrease (increase) in deferred payroll
|
|
|
74,256
|
|
|
|
—
|
|
|
Net cash used by operating activities
|
|
|
(283,411
|
)
|
|
|
(104,904
|
)
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
—
|
|
|
|
—
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of common stock and warrants
|
|
|
279,100
|
|
|
|
20,000
|
|
|
Proceeds from note payable
|
|
|
—
|
|
|
|
50,000
|
|
|
Payment of note payable
|
|
|
—
|
|
|
|
(1,000
|
)
|
|
Proceeds from conversion of warrants
|
|
|
1,200
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
280,300
|
|
|
|
69,000
|
|
|
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(3,111
|
)
|
|
|
(35,904
|
)
|
|
Cash, beginning of period
|
|
|
5,011
|
|
|
|
40,915
|
|
|
Cash, end of period
|
|
$
|
1,900
|
|
|
$
|
5,011
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income taxes paid
|
|
$
|
—
|
|
|
$
|
—
|
|
MINERAL MOUNTAIN MINING AND MILLING COMPANY
AND SUBSIDIARIES
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Mineral Mountain Mining & Milling Company
(“the Company”) was incorporated under the laws of the State of Idaho on August 4, 1932 as and is publicly held. The
Company was incorporated for the purpose of mining and exploring for non-ferrous and precious metals, primarily silver, lead and
copper. The Company has two wholly owned subsidiaries, Nomadic Gold Mines, Inc., an Alaska corporation, and Lander Gold Mines,
Inc., a Wyoming corporation. The Company currently holds 66 claim blocks in Alaska, through its subsidiary, Nomadic Gold Mines,
Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies
of Mineral Mountain Mining & Milling Company and its two wholly owned subsidiaries is presented to assist in understanding
the Company’s 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 and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
The consolidated financial statements incorporate
the accounts of Mineral Mountain Mining & Milling Company and its wholly owned subsidiaries. All significant inter-company
balances and transactions have been eliminated in consolidation. The accounts have been prepared in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”).
Accounting Method
The Company’s financial statements are
prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States
of America.
Earnings (Losses) Per Share
Basic earnings per share are computed by dividing
net income (loss) by the weighted-average number of common shares outstanding during the year. Fully-diluted earnings per share
is computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding and the additional
common shares that would have been outstanding if potential common shares had been issued. Potential common shares are not included
in the computation of fully diluted earnings per share if their effect is anti-dilutive.
Cash Equivalents
The Company considers cash, certificates of
deposit, and debt instruments with a maturity of three months or less when purchased to be cash equivalents.
Estimates
The preparation of financial statements in
accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of
the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.
Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements;
accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material
effect on the reported amounts of the Company’s financial position and results of operations.
Fair Value of Financial Instruments
The Company’s financial instruments as
defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on
a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September
30, 2018 and 2017.
The standards under ASC 820 defines fair value,
establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures
about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in
measuring fair value as follows:
Level 1. Observable inputs such
as quoted prices in active markets;
Level 2. Inputs, other than the
quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable
inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.
The Company did not have any assets or liabilities
measured at fair value at September 30, 2018 and 2017.
Going Concern
As shown in the accompanying financial statements,
the Company has incurred cumulative operating losses since inception. As of September 30, 2018, the Company has limited financial
resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the
accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $2,805,798. The Company’s
working capital deficit is $158,443.
Achievement of the Company’s objectives
will depend on its ability to obtain additional financing, to generate revenue from current and planned business operations, and
to effectively operating and capital costs.
The Company plans to fund its future operations
by potential sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able
to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists.
Provision for Taxes
Income taxes are provided based upon the liability
method of accounting pursuant to ASC 740-10-25
Income Taxes – Recognition
. Under the 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 deferred tax assets if management
does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition
of such an asset. See Note 5.
New Accounting
Pronouncements
In June 2018, the FASB issued ASU No. 2018-07,
Compensation-Stock Compensation, The amendments in this Update expand the scope of Topic 718 to include share based payment transactions
for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards
except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over
which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic
718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s
own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based
payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services
to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The ASU will be effective
for annual periods beginning after December 15, 2018 and interim periods within that fiscal year, early adoption is permitted.
We do not believe the adoption of ASU 2018-07 has materially impacted our consolidated financial statements.
In March 2016, The FASB issued ASU No. 2016-09,
Compensation-Stock Compensation (Topic 718). This ASU was issued as part of the FASB’s simplification initiative and affects
all entities that issued share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures
and statutory tax withholding requirements, as well as classification in the statement of cash flows. The ASU will be effective
for annual periods ending after December 15, 2016 and interim periods beginning after December 15, 2016 with early adoption permitted.
We believe the adoption of ASU 2016-09 has not materially impacted our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02,
Leases, which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease;
(b) requires a dual approach to lease classification similar to current lease classifications; and, (c) causes lessees to recognize
leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than
twelve months. The standard is effective for calendar years beginning after December 15, 2018. The Company has chosen to adopt
this standard early, resulting in the recognition of a right of use asset and lease liability, had the Company not chosen early
adoption lease payments would have been expensed as incurred.
The Company has evaluated the authoritative
guidance issued subsequent to September 30, 2018 and does not expect the adoption of these standards to have a material effect
on its financial position or results of operations.
NOTE 3 – MINING CLAIMS AND LAND
Alaska Mineral Lease and Option to Purchase
On April 5, 2016, the Company signed a Lease
Agreement with Option to Purchase thirty contiguous mining claims known as the Caribou Mining Claims consisting of 4,800 acres
in the State of Alaska. The agreement consists of two parts, an Option to Purchase and until such time as the Option to Purchase
is exercised, the Agreement is considered a lease. The Company has chosen to make an early adoption of
ASC 842-Lease,
as
a
result the Company initially recognized an Investment in Mineral Lease asset of $336,000, and a Mineral Lease liability
of $336,000, based on the discounted future lease payments. The balance of the Mineral Lease liability was $216,817 at September
30, 2018 and $212,318 at September 30, 2017. This was a related party transaction.
Option to Purchase
The Option to Purchase may be exercised without
pre-payment penalty at any time prior to the ninth anniversary of the effective date of the agreement which would be April 5, 2025
by remitting $5,000,000. In order to maintain the Option to Purchase the Company must make expenditures for work on the property
as follows:
|
Work Expenditure Commitments
|
|
Due Before
|
|
Amount
|
|
|
|
|
|
December 1, 2019
|
|
$
|
150,000
|
|
|
December 1, 2020
|
|
|
250,000
|
|
|
December 1, 2021
|
|
|
500,000
|
|
|
December 1, 2022
|
|
|
1,000,000
|
|
|
December 1, 2023
|
|
|
1,000,000
|
|
|
December 1, 2024
|
|
|
1,000,000
|
|
|
Total
|
|
$
|
3,900,000
|
|
Lease
In order to maintain the Option to Purchase
the Company shall make the following lease payments.
|
Lease Payment Obligations
|
|
Date Due
|
|
Amount
|
|
|
|
|
|
April 5, 2016
|
|
$
|
20,000
|
|
|
April 5, 2016
|
|
|
5,000
|
|
|
April 5, 2019
|
|
|
10,000
|
|
|
April 5, 2020
|
|
|
20,000
|
|
|
April 5, 2021
|
|
|
40,000
|
|
|
April 5, 2022
|
|
|
70,000
|
|
|
April 5, 2023
|
|
|
100,000
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
265,000
|
|
|
Paid during year ended September 30, 2016
|
|
|
25,000
|
|
|
Balance at September 30, 2016
|
|
$
|
240,000
|
|
|
Paid during year ended September 30, 2017
|
|
|
0
|
|
|
Balance at September 30, 2017
|
|
$
|
240,000
|
|
|
Paid during year ended September 30, 2018
|
|
|
0
|
|
|
Balance at September 30, 2018
|
|
$
|
240,000
|
|
There was additional consideration of 11,200,000
shares of common stock valued at $336,000 recorded as investment in mineral lease.
We determined that the scope exception in ASC
842-10-15-1(b) did not apply because not only does the Iditarod Project Agreement grant the right to explore for minerals and to
use the land but in Section 6(b) it states “further grants the exclusive right to use structures facilities, equipment, non-public
roadways, haulageways and all other appurtenances installed on the subject property.” Furthermore, the property contains
and the lease provides use of road infrastructure on the property.
In addition, under the agreement a royalty
equal to two percent (2%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option
to Purchase has been exercised. No royalties have been incurred as of September 30, 2018 or 2017.
On August 17, 2018, the Company agreed to an
amendment to Lease Agreement with Option to Purchase, with effect on April 18, 2016, for the Caribou Mining Claims modifying the
payment schedules for the lease payments and option to purchase to accommodate the Company’s efforts to secure additional
capital investment for the Caribou Mining Claims resulting in significant savings and flexibility to the Company.
Lewis Mineral Lease and Option to Purchase
On December 18, 2017, the Company signed a
Lease Agreement with Option to Purchase sixteen unpatented mining claims known as the Lewiston Claims and three patented mining
claims known as the Hidden Hand, Morris and Casselton Claims, located in the State of Wyoming. The agreement consists of two parts,
an option to purchase and until such time as the Option to Purchase is exercised, the Agreement is considered a lease.
Option to Purchase
The Option to Purchase may be exercised without
pre-payment penalty at any time prior to the seventh anniversary of the effective date of the agreement which would be December
14, 2024 by remitting $1,000,000. In order to maintain the Option to Purchase the Company must make six annual payments all of
which will be credited to the purchase price beginning on December 14, 2018 and continuing until December 14, 2023.
Lease
In order to maintain the Option to Purchase
the Company shall make the following lease payments.
|
Lease Payment Obligations
|
|
Date Due
|
|
Amount
|
|
June 14, 2018
|
|
$
|
20,000
|
|
|
December 14, 2018
|
|
|
30,000
|
|
|
December 14, 2019
|
|
|
30,000
|
|
|
December 14, 2020
|
|
|
30,000
|
|
|
December 14, 2021
|
|
|
30,000
|
|
|
December 14, 2022
|
|
|
30,000
|
|
|
December 14, 2023
|
|
|
30,000
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
200,000
|
|
There was additional consideration of 500,000
warrants to purchase shares of common stock value.
In addition, under the agreement a royalty
equal to three percent (3%) of the net smelter returns derived by the Company shall be payable, without regard to whether the Option
to Purchase has been exercised. No royalties have been incurred as of September 30, 2018.
The parties to the lease amended the payment
schedule to defer $7,500 in lease payments indefinitely.
Helen G Mineral Lease
On March 8, 2018, the Company signed a Lease
Agreement for three patented mining claims known as the Helen G. (a/k/a Allen G), Mill and Star Lode Claims, located in the State
of Wyoming.
Under the agreement a royalty shall be paid
as follows:
|
●
|
|
If the monthly average per troy ounce of gold is over $1,500 the royalty shall be
3.5% of net smelter returns.
|
|
●
|
|
If the monthly average per troy ounce of gold is greater than $1,400 but less than
$1,500, the royalty shall be 3.0% of net smelter returns.
|
|
●
|
|
If the monthly average per troy ounce of gold is greater than $1,300 but less than
$1,400, the royalty shall be 2.5% of net smelter returns.
|
|
●
|
|
If the monthly average per troy ounce of gold is $1,300 or less the royalty shall
be 2.0% of net smelter returns.
|
No royalties have been incurred as of September
30, 2018.
Lease
In order to maintain its lease the Company
shall make a $2,500 advance royalty payments at execution of the agreement and on each yearly anniversary for as long as the agreement
is in effect. These advance royalty payments will be credited to the production royalty payments owed above. The failure of the
Company to timely tender the advance royalty payment may terminate this lease.
NOTE 4 – COMMON STOCK
Upon formation
the authorized capital of the Company was 2,000,000 shares of common stock with a par value of $.05, in 1953 the Company increased
the authorized capital to 3,000,000 shares of common stock, in 1985 the authorized capital was again increased to 10,000,000 shares
of common stock.
During the
year ended March 31, 2015,
the Company increased its authorized
capital to 100,000,000 common shares and changed the par value to $.001 per share and created 10,000,000 preferred shares with
a par value of $0.10 per share. All amounts in the foregoing financials reflect this change.
During the year ended September 30, 2017, the
Company issued 3,000,000 shares of common stock and 1,000,000 warrants for cash of $60,000; $40,000 of this was received during
the year ended September 30, 2016; and 2,000,000 shares of common stock for services valued at $40,000.
The 1,000,000 warrants were issued for cash
at an exercise price of $0.05 and a term of five years. The fair value of the warrants was estimated using the Black Scholes Option
Price Calculation. The following assumptions were made to value the warrants on the date of issuance: strike price of $0.05, risk
free interest rate of 1.84%, expected life of five years, and expected volatility of 736.39% with no dividends expected to be issued.
The fair value of the warrants totaled $6,667 at the issuance date and this amount was recorded as equity.
During the year ended September 30, 2018, the
Company issued 5,760,000 shares of common stock for cash of $224,100; 1,275,000 shares of common stock for cash of $55,000 that
were unissued as of September 30, 2018;300,000 shares of common stock for services valued at $45,500; and 500,000 shares of common
stock for reimbursement of mineral claim fees. Additionally, 280,000 warrants were issued for directors fees at an exercise price
of $0.02 and a term of two years. The fair value of the warrants was estimated using the Black Scholes Option Price Calculation.
The following assumptions were made to value the warrants on the date of issuance: strike price of $0.02, risk free interest rate
of 1.99%, expected life of two years, and expected volatility of 495.28%. The fair value of the warrants totaled $39,194 at the
issuance date and this amount was recorded as equity. Also during the period 60,000 options were exercised at a price of $.02 for
cash in the amount of $1200.00
The following warrants were outstanding at
September 30, 2018:
|
Warrant
Type
|
|
Warrants
Issued
and
Unexercised
|
|
Exercise
Price
|
|
Expiration
Date
|
|
Warrants
|
|
|
1,000,000
|
|
|
$
|
0.05
|
|
|
December 2021
|
|
Warrants
|
|
|
500,000
|
|
|
$
|
0.10
|
|
|
December 2021
|
|
Warrants
|
|
|
220,000
|
|
|
$
|
0.02
|
|
|
January 2020
|
NOTE 5 – RELATED PARTY TRANSACTIONS
During the
year ended September 30, 2016 the Company issued a note payable to a family member of an officer in the amount of $15,000. $3,000
was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning
on July 24, 2016, the balance of principal and interest at September 30, 2017 and 2016 was $8,443 and $7,227, respectively.
Also during
the year ended September 30, 2016, the Company through its wholly owned subsidiary, Nomadic Gold Mines, Inc, entered into a lease
agreement with option to purchase with Ben Porterfield, a related party. See Note 3.
During the
year ended September 30, 2017 the Company issued two notes payable to Premium Exploration Mining in the amount of $35,000 and $15,000
each having an interest rate of 5%, the balance of principal and interest at September 30, 2017 was $50,907, the companies have
directors in common.
A family member
of an officer provides
investor relations consulting services and other administrative functions
to the Company, during the period ended September 30, 2018,
$44,400
was paid in cash for consulting;
during the period ended September 30, 2017,
$13,950
was paid in cash and $3,000 in common stock
for consulting; and during the period ended September 30, 2016,
$7,000
was paid in cash.
NOTE 6 – INCOME TAXES
Topic 740 in the Accounting Standards Codification
(ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. At September 30, 2018 the Company had taken no
tax positions that would require disclosure under ASC 740.
The Company files income tax returns in the
U.S. federal jurisdiction and the State of Idaho. The Company is currently in arrears in filing their federal and state tax returns,
both jurisdictions statute of limitations of three years does not begin until the tax returns are filed.
Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount
used for income tax purposes.
Significant components of the deferred tax
assets at an anticipated tax rate of 34% for the period ended September 30, 2017 and 21% for the period ended September 30, 2018
are as follows:
|
|
|
September 30, 2018
|
|
September 30, 2017
|
|
Net operating loss carryforwards
|
|
|
2,805,798
|
|
|
|
2,282,645
|
|
|
Deferred tax asset
|
|
|
885,961
|
|
|
|
776,099
|
|
|
Valuation allowance for deferred asset
|
|
|
(885,961
|
)
|
|
|
(776,099
|
)
|
|
Net deferred tax asset
|
|
|
—
|
|
|
|
—
|
|
At September 30, 2018 and September 30, 2017,
the Company has net operating loss carryforwards of approximately $2,805,798 and $2,282,645 which will begin to expire in the year
2031. The change in the allowance account from September 30, 2017 to September 30, 2018 was $109,862.
On December
22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant
changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”)
from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the December 31, 2017 fiscal year
using a Federal Tax Rate of 21%. The remeasurement of the deferred tax assets resulted in a $68,010 reduction in tax assets to
$885,961 from an estimate of $953,971 that the assets would have been using a 35% effective tax rate.
NOTE 7 – SUBSEQUENT EVENTS
The Company
entered
into an Equity Purchase Agreement, dated as of October 1, 2018 (the “Equity Purchase Agreement”), by and between the
Company and Crown Bridge Partners, LLC (the “Crown Bridge”) pursuant to which the Company has agreed to issue to Crown
Bridge shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”), in an amount up to Five Million
Dollars ($5,000,000.00) (the “Shares”), in accordance with the terms of the Equity Purchase Agreement. In connection
with the transactions contemplated by the Equity Purchase Agreement, the Company is required to register with the SEC the following
shares of Common Stock:
(1) 8,000,000 Put Shares to be issued to the Investors upon purchase from the
Company by the Investors from time to time pursuant to the terms and conditions of the Equity Purchase Agreement; (2) 1,428,571
shares of Common Stock to be issued by the Company to the Investors as a commitment fee pursuant to the Equity Purchase Agreement;
and (3) the Company also has entered into a Registration Rights Agreement, of even date with the Equity Purchase Agreement with
the Investors (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”) relating to the resale of the Put
Shares.
The Company intends
to use the proceeds of the revolving credit line for general corporate purposes, which may include (i) acquisitions
, (ii)
refinancing or
repayment of indebtedness, (iii) capital expenditures and working capital, (iv) investing
in equipment and property development
(which may include funding associated with exploration)
,
and (v) pursuing other business opportunities
both related and unrelated to our existing
mining activities.
On or about November 27, 2018, the Company
issued a convertible promissory note with Power Up Lending Group Ltd. (“Power Up”) for the principal sum of $63,000.00,
together with interest, with a maturity date of November 27, 2019. The Company agreed to pay interest on the unpaid principal balance
at the rate of 12%per annum from the date thereof until the same becomes due and payable, whether at maturity or upon acceleration
or by prepayment. Power Up has the right at any time during the period beginning 180 days following the date of the Note to convert
all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common
Stock. The conversion price shall be equal to the Variable Conversion Price, which is 58% multiplied by the Market Price (representing
a discount rate of 42%), in which Market Price is the average of the lowest two (2) Trading Prices for the Company’s Common
Stock during the preceding 15 trading day period prior to the Conversion Date.
By Board resolution, the following shares were
issued from October 1, 2018 through December 31, 2018 for director, officer and/or consultant services rendered as follows:
|
Date of Issue
|
|
Recipient Name
|
|
Aggregate Price Per Share
|
|
Approximate Value of Services Received by Registrant
|
|
Shares Issued
|
|
11/08/2018
|
|
|
Peter Papasavas – legal services
|
|
|
common at .001 par value
|
|
|
$
|
50,000
|
|
|
|
200,000
|
|
|
11/08/2018
|
|
|
Michael Miller - director
|
|
|
common at .001 par value
|
|
|
$
|
8,000
|
|
|
|
40,000
|
|
|
11/08/2018
|
|
|
Ulises de la Garza - director
|
|
|
common at .001 par value
|
|
|
$
|
6,000
|
|
|
|
30,000
|
|
|
11/08/2018
|
|
|
Felix Keller - director
|
|
|
common at .001 par value
|
|
|
$
|
8,000
|
|
|
|
40,000
|
|
|
11/27/2018
|
|
|
Sheldon Karasik
|
|
|
common at .02 per share
|
|
|
$
|
80,000
|
|
|
|
4,000,000
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
$
|
152,000
|
|
|
|
4,310,000
|
|
There were sales of equity securities by the
Company after the year ended September 30, 2018 as identified below. The sales were completed pursuant to a Form D offering filed
on or about February 25, 2018. By Board resolution, the following shares were issued and sold from October 1, 2018 through December
31, 2018 for a price of up to $0.05 per share, to each of the following:
|
Date of Sale
|
|
Recipient Name
|
|
Aggregate
Offering Price
|
|
Consideration
Received by Registrant
|
|
Shares
Issued
|
|
10/1/2018
|
|
|
Francia Gomez
|
|
|
common
at .05
per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
10/22/2018
|
|
|
Stillmont Advisors
|
|
|
common
at .04 per share
|
|
|
$
|
25,000
|
|
|
|
625,000
|
|
|
10/22/2018
|
|
|
Jonathan Ogle
|
|
|
common
at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
10/24/2018
|
|
|
Jeffery Ogle
|
|
|
common
at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
11/08/2018
|
|
|
Jeffery Ogle
|
|
|
common
at .05 per share
|
|
|
$
|
20,000
|
|
|
|
400,000
|
|
|
11/21/2018
|
|
|
Encore Tix
|
|
|
common
at .04 per share
|
|
|
$
|
10,000
|
|
|
|
250,000
|
|
|
11/27/2018
|
|
|
Ray Kohn
|
|
|
common
at .05 per share
|
|
|
$
|
1,000
|
|
|
|
20,000
|
|
|
11/27/2018
|
|
|
Stillmont Advisors
|
|
|
common
at .04 per share
|
|
|
$
|
25,000
|
|
|
|
625,000
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
$
|
146,000
|
|
|
|
3,100,000
|
|
The Company filed
and claimed an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation
D of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were (a) “accredited
investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement
under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us
or our representatives. No underwriters or agents were involved in the foregoing issuances and grant and we paid no underwriting
discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities
contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered
or sold absent registration or pursuant to an exemption there from. The securities were not registered under the Securities Act
and such securities may not be offered or sold in the United States absent registration or an exemption from registration under
the Securities Act and any applicable state securities laws.
In 2016, former management
of the Company negotiated a contract with M6 Limited, a stock promotion company, in which M6 would collectively receive an advanced
payment of 4.3 million shares of Company common stock for certain promotional services. M6 itself received 2 million shares, an
affiliated company, Maximum Harvest LLC, received 1.3 million shares and an affiliate of M6, Hahn M. Nguyen, received 1 million
shares. In 2018, current management determined that it was not in the best interest of the Company to pursue the services and therefore
terminated the contract with M6. The 4.3 million shares of common stock have been rescinded and, with the consent of M6, the process
for the physical return of the shares is near completion.
Mineral Mountain
is actively evaluating additional properties for mineral exploitation, is securing additional claims at its existing properties
and is seeking additional sources of capital to fund ongoing and prospective mineral development and exploitation operations.
The
Company further
seeks to pursue new business opportunities
unrelated to our existing activities using proceeds from the Equity Purchase Agreement, or from other sources, whether through
debt or equity, of which there can be no assurance, and any such efforts will be with the view of hopefully generating cash flow
from operations, which the Company’s existing mining activities have not yet accomplished.
Subsequent events have been evaluated through
the date the financial statements were issued
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
We are evaluating, developing
and implementing “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(f) 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 continue to conduct an evaluation (the “Evaluation”), under the supervision and with the participation
of our Chief Executive Officer (“CEO”) and/or 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 continuing Evaluation, our Chief Executive Officer
has concluded that the Company’s disclosure controls and procedures were not effective because of the identification of a
material weakness in our internal control over financial reporting which is identified below in Management’s Annual Report
on Internal Control over Financial Reporting, which we view as an integral part of our disclosure controls and procedures.
Changes in Internal Control
We have also evaluated
our internal control over financial reporting, and there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls as of September 30, 2018 other than using more centralized record keeping
and oversight procedures.
Limitations on the Effectiveness of Controls
Our management, including
our CEO, 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.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Our executive officer is
Mr. Sheldon Karasik, CEO and Chairman. Mr. Karasik devotes approximately 100% of his time to the affairs of the Company.
On October 23, 2017, Howard
Crosby resigned from the Board of Directors. On October 23, 2017, Sheldon Karasik was elected to the Board of Directors. On October
23, 2017, Felix Keller was elected to the Board of Directors as an independent director. On December 28, 2017, Michael Miller and
Ulises De la Garza were elected to the Board of Directors as independent directors. On October 31, 2018, James Baughman resigned
from his positions with the Company as Vice President, Chief Geologist and a member of the Board of Directors and John P. Ryan
resigned from his positions with the Company as Vice President, Secretary, Treasurer and a member of the Board of Directors.
The new Officers and directors
of the Company are listed below. Directors are elected to hold offices for a three year term or until their successors are elected
or appointed and qualified. Officers are appointed by the board of directors until a successor is elected and qualified or until
resignation, removal or death.
|
Name
|
|
Age
|
|
|
Position and Tenure
|
|
Sheldon Karasik
|
|
|
67
|
|
|
Director,
Chairman of the Board and Chief Executive Officer
|
John P. Ryan
(Resigned October 31, 2018)
|
|
|
57
|
|
|
Director, Vice President,
Secretary and Treasurer
|
James Baughman
(Resigned October 31, 2018)
|
|
|
63
|
|
|
Director, Vice President
and Chief Geologist
|
|
Felix Keller
|
|
|
63
|
|
|
Director
|
|
Michael Miller
|
|
|
53
|
|
|
Director
|
|
Ulises De la Garza
|
|
|
52
|
|
|
Director
|
Sheldon
Karasik became CEO and Chairman and a member of the Board of Directors in October, 2017. During the past five years, up until October,
2017 when he became CEO and Chairman of Mineral Mountain, Mr. Karasik worked as an attorney running his own law firm. Much of that
time was spent handling international transactional and other corporate matters for clients, including contracts, private investment
vehicles, tax and employment matters. One of those clients was Mineral Mountain, for which Mr. Karasik served as general counsel
prior to his appointment as CEO and Chairman. Mr. Karasik has been a licensed attorney since 1981.
Mr.
Karasik is an AV-rated attorney, the highest peer review standing awarded by attorneys and judges, with over thirty years of experience.
He has been a regular speaker at legal conferences across the country, is an Honorary Fellow of the Association of Fellows and
Legal Scholars at the Center for International Legal Studies and is a senior faculty member of Lawline, an organization providing
continuing legal education to lawyers. His publications include: “Polaroid – The Sixty Million Dollar Mistake,”
Summer 1993 issue of Declarations, and “Recent Developments Regarding American Personal Injury Law,” Comparative Law
Yearbook of International Business, 2004. More recently, Mr. Karasik has served as general counsel and trustee of an international
investment fund and has headed a law firm located in New York City and Zurich, Switzerland, where he specialized in international
transactional matters and complex litigation. He has extensive executive experience and has advised numerous corporate boards on
a variety of business matters. Mr. Karasik is admitted to practice in New York as well as before the U.S. Courts of Appeal for
the Second, Fifth and Sixth Circuits and the U.S. District Courts for the Northern District of Illinois, Eastern District of Michigan
and the Northern, Southern and Eastern Districts of New York. Mr. Karasik graduated in the top 4% of his class at the Washington
University School of Law and was a member and senior editor of the Washington University Law Review as well as a member of the
Order of the Coif. He also holds a doctorate degree from the University of Virginia, a M.Litt from Edinburgh University, Scotland
and received his BA degree, magna cum laude, from the College of William & Mary.
(a) Director Compensation
None of the members of
our board of directors received any compensation for their services on the board of directors before or during fiscal year ending
September 30, 2017. Beginning in fiscal year ending September 30, 2018, the Company compensates directors with an annual warrant
to convert 50,000 shares common stock of at .02 per share. An additional annual warrant to convert into common stock 10,000 shares
at .02 per share will be made awarded to independent directors serving on the audit committee. Our Chairman generally will not
receive compensation from us for service on the board of directors. All members of the board of directors will be reimbursed for
reasonable costs and expenses incurred in attending board of directors or committee meetings.
|
Name
|
|
Fees earned or paid in cash
($)
|
|
Stock awards
($)
|
|
Option awards
($)
|
|
Non-equity incentive plan compensation
($)
|
|
Nonqualified deferred compensation earnings
($)
|
|
All other compensation
($)
|
|
Total
($)
|
|
Fiscal Year Ending September 30, 2018
|
|
Sheldon Karasik
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
John Ryan (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
8,399
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,399
|
|
|
James Baughman (4)
|
|
|
0
|
|
|
|
0
|
|
|
|
6,999
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,999
|
|
|
Felix Keller (2)
|
|
|
0
|
|
|
|
0
|
|
|
|
8,399
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,399
|
|
|
Michael Miller (3)
|
|
|
0
|
|
|
|
0
|
|
|
|
8,399
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,399
|
|
|
Ulises De la Garza (4)
|
|
|
0
|
|
|
|
0
|
|
|
|
6,999
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,999
|
|
|
(1)
|
Consists of warrants for 50,000 shares of common stock as annual compensation as a member of the board of directors and 10,000 shares of common stock as an annual fee as a member on the audit committee, both of which are convertible at .02 per share.
|
|
|
|
|
(2)
|
Consists of warrants for 50,000 shares of common stock as annual compensation as a member of the board of directors and 10,000 shares of common stock as an annual fee as a member on the audit committee, both of which are convertible at .02 per share. Mr. Keller exercised the warrant on 2/9/2018.
|
|
|
|
|
(3)
|
Consists of warrants for 50,000 shares of common stock as annual compensation as a member of the board of directors and 10,000 shares of common stock as an annual fee as a member on the audit committee, both of which are convertible at .02 per share.
|
|
|
|
|
(4)
|
Consists of a warrant for 50,000 shares of common stock as annual compensation as a member of the board of directors, convertible at .02 per share.
|
Mineral Mountain may also
in the future award Directors for assuming additional responsibilities such as serving on a standing committee. In the future the
Board intends to award compensation to its members by examining what is comparable compensation at other companies in the same
industry and at the same stage of development as that of Mineral Mountain, and choosing a level of compensation which is at or
near the median level of compensation paid by other companies, taking into account a desire to award compensation which creates
incentive for retention and performance of the members.
(b) Identification of Certain Significant Employees
and Consultants
None.
(c) Family Relationships.
Not applicable.
(d) Involvement in Certain Legal Proceedings.
None of our executive officers
or directors has been involved in any of the following events during the past ten years:
|
|
(1)
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
|
(2)
|
any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and minor offenses);
|
|
|
(3)
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
|
|
|
(4)
|
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law;
|
|
|
(5)
|
being 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; (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
|
|
|
(6)
|
being 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 Exchange Act), any registered entity (as defined in Section (1)(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.
|
Description
of
Securities
General
The
following description of our capital stock and certain provisions of our certificate of incorporation and bylaws are summaries
and are qualified by reference to the certificate of incorporation and the bylaws that will be in effect on the closing of this
registration. Copies of these documents have been filed with the SEC as exhibits to our Annual Report, of which this Annual Report
forms a part. The descriptions of the common stock reflect changes, if any, to our capital structure that will be in effect on
the closing of this registration.
Common stock
Our authorized capital
stock consists of 100,000,000 shares of common stock, par value $.001 per share. As December 31, 2018 we had 65,619,733 shares
of common stock issued and outstanding. Of these shares, 8,195,162 are public floating shares traded on the OTBQB and 39,200,000
are closely held. Included below is a summary description of only those warrants held by selling shareholders and we have not described
any of our other outstanding warrants.
The holders of the common
stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Accordingly, holders
of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing
for election. Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board out of funds
legally available therefore. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to
share ratably in the assets remaining after payment of liabilities. Holders of common stock have no preemptive, conversion or redemption
rights. All of the outstanding shares of common stock are fully-paid and non-assessable.
Our Board of Directors
may, without shareholder approval, establish and issue shares of one or more classes or series of common stock having the designations,
number of shares, dividend rates, liquidation preferences, redemption provisions, sinking fund provisions, conversion rights, voting
rights and other rights, preferences and limitations that our Board may determine. The Board may authorize the issuance of common
stock with voting, conversion and economic rights similar to the common stock so that the issuance of common stock could adversely
affect the market value of the common stock.
Preferred stock
Our authorized capital
stock further consists of 10,000,000 shares of preferred stock, par value $.10 per share. As December 31, 2018 we had no shares
of preferred stock issued and outstanding. On November 5, 2018, the Board of Directors authorized the issuance to our CEO, Mr.
Karasik, one share of a Series B Super Voting Preferred Voting Stock with a 51% voting designation. The Series B Super Voting Preferred
Voting share has not been issued or effectuated as of January 14, 2019.
Our Board of Directors
may, without shareholder approval, establish and issue shares of one or more classes or series of preferred stock having the designations,
number of shares, dividend rates, liquidation preferences, redemption provisions, sinking fund provisions, conversion rights, voting
rights and other rights, preferences and limitations that our Board may determine. The Board may authorize the issuance of preferred
stock with voting, conversion and economic rights similar or superior to the common stock so that the issuance of preferred stock
could adversely affect the market value of the common stock.
Warrants
The warrants issued by
the Company are common stock warrants issued to the selling stockholders. The common stock warrants are exercisable at an exercise
price of $0.02 to $0.10 per share. The warrants may be exercised in whole or in part, subject to the limitations provided in the
warrants. Any warrant holders who do not exercise their warrants prior to the conclusion of the exercise period will forfeit
the right to purchase the shares of common stock underlying the warrants and any outstanding warrants will become void and be of
no further force or effect. If at any time while any of the warrants are outstanding, Mineral Mountain issues common stock, or
securities convertible into common stock, to any person at a price per share of common stock less than the exercise price of the
warrants, the per share exercise price of the warrants will be reduced to the purchase price per share of the subsequent issuance.
There are 1,720,000 warrants
outstanding. Holders of the warrants have no voting rights of a shareholder, no liquidation preference and no dividends will be
declared on the warrants.
Election and Removal of Directors
Each of our directors serves
for a term of three years or until his successor is elected and qualified if there is no annual meeting. At each annual meeting
of shareholders, the successors to the then current directors whose terms are expiring are elected to serve for one-year terms.
Directors may be removed at any special meeting of our shareholders upon a vote of two-thirds of the outstanding shares of stock
entitled to vote for directors. Holders of our common stock vote together for directors.
Shareholder Meetings
Our bylaws provide that
special meetings of shareholders may be called by our board of directors. In addition, upon the request of shareholders holding
one-fifth of the voting power of all shareholders, the Secretary of our company is required to call a meeting of the shareholders.
Finally, if no annual meeting of shareholders has taken place for a period of more than eighteen months, any shareholder may call
a meeting of the shareholders of our company.
Rule 144
In
general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements of Section 13
or Section 15(d) of the Exchange Act for at least 90 days, an eligible stockholder is entitled to sell such shares without
complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information
requirements of Rule 144. To be an eligible stockholder under Rule 144, such stockholder must not be deemed to have been one of
our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned
the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates.
If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any
prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements
of Rule 144, subject to the expiration of the lock-up agreements described below.
Sales
under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public information about us.
Lock-up Arrangements
The
Company anticipates adopting a policy during a period of 90 days from the filing of this Annual Report, that we will not, without
the prior written consent of the Board of Directors, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any shares of our common stock or any securities convertible into or exercisable or exchangeable
for shares of our common stock or file any Annual Report under the Securities Act with respect to any of the foregoing or (ii) enter
into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of shares of our common stock, whether any such swap or transaction described in clause (i) or (ii) above
is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise, subject to certain exceptions.
Director Independence
The
Company has three independent directors:
Felix Keller, Michael Miller and Ulises De la Garza
.
Code of Ethics
The
Company adopted a Code of Business Conduct and Ethics that specifically addresses, among other things, potential conflicts of interest
among employees, officers and directors. A copy of the Code of Business Conduct and Ethics will be provided to any person, without
charge, upon written request sent by email to Sheldon Karasik, Board Chair (sgklawfirm@gmail.com).
ITEM 11. EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following sets forth
the annual and long-term compensation for services in all capacities to Mineral Mountain for the fiscal years ended September 30,
2017 and 2018 paid to our current officers.
Summary Compensation Table
|
|
|
|
|
Annual Compensation
|
|
Long Term Compensation
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Other Annual ($)
|
|
Restricted Stock Awards ($)
|
|
Securities Under-Lying Options/SARs (#)
|
|
LTIP Payouts($)
|
|
All Other Compensation($)
|
|
Sheldon Karasik,
|
|
|
2018
|
|
|
|
195,000 (1)
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
CEO and Chairman
|
|
|
2017
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
James Baughman,
|
|
|
2018
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
6.999
|
|
|
Vice President, Chief Geologist and Director (resigned as of October 31, 2018)
|
|
|
2017
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
John P. Ryan,
|
|
|
2018
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
Vice President, Secretary, Treasurer and Director (resigned as of October 31, 2018)
|
|
|
2017
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
-N/A-
|
|
|
(1)
The Company paid $66,482 of the $195,000 calendar year salary through September 30, 2018. The prorated amount owed on the $195,000 salary through September 30, 2018 is $146,250 (three quarters of $195,000). The remaining prorated balance of Mr. Karasik’s salary, $79,768, was deferred in accordance with the terms of the Board Resolution approving the salary
.
|
Warrant Grants
During the fiscal year
ended September 30, 2018,
the Company did not any warrants in compensation for executive position duties.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets
forth, as of December 31, 2018, certain information regarding the ownership of voting securities of Mineral Mountain by each stockholder
known to our management to be (i) the beneficial owner of more than 5% of our outstanding common stock, (ii) our directors, (iii)
our current executive officers named in the Summary Compensation Table, and (iv) all executive officers and directors as a group.
We believe that, except as otherwise indicated, the beneficial owners of the common stock listed below, based on information furnished
by such owners, have sole investment and/or voting power with respect to such shares.
|
Name and Address of
Beneficial Owner (1)
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Outstanding Shares
|
|
|
|
|
|
|
|
Sheldon Karasik (4)
|
|
|
12,500,000
|
|
|
|
19.05
|
%
|
|
James Baughman (resigned as of October 31, 2018)
|
|
|
4,250,000
|
|
|
|
6.48
|
%
|
|
John P. Ryan (resigned as of October 31, 2018) (2)
|
|
|
920,000
|
|
|
|
1.40
|
%
|
|
Felix Keller
|
|
|
540,000
|
|
|
|
.8
|
%
|
|
Michael Miller (6)
|
|
|
100,000
|
|
|
|
.14
|
%
|
|
Ulises de la Garza (6)
|
|
|
90,000
|
|
|
|
.13
|
%
|
|
All executive officers and directors as a group (6 persons)
|
|
|
18,400,000
|
|
|
|
28.04
|
%
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
Ben Porterfield (3)
|
|
|
11,200,000
|
|
|
|
17.07
|
%
|
|
12700 Galleon Circle
|
|
|
|
|
|
|
|
|
|
Anchorage, Alaska 99515
|
|
|
|
|
|
|
|
|
|
Quest Minerals Corporation (5)
|
|
|
9,600,000
|
|
|
|
14.63
|
%
|
|
5968 N. Govt. Way #305
|
|
|
|
|
|
|
|
|
|
Dalton Gardens, Idaho 83815
|
|
|
|
|
|
|
|
|
|
1.
|
The address of each such person, unless otherwise noted, is c/o Mineral Mountain Mining & Milling Company, 13 Bow Circle, Suite 170
,
Hilton Head, South Carolina 29928.
|
|
2.
|
John P. Ryan own these shares indirectly pursuant to his holding 10% of the shares of Quest Mineral Corporation, a privately held company and through warrants for 60,000 shares of Mineral Mountain common shares that he directly holds as a director of the Company.
|
|
3.
|
Mr. Porterfield directly owns 11,200,000 shares and owns 30 of the 66 land claims comprising the Iditarod Property Project.
|
|
4.
|
Includes 1,000,000 shares of common stock issuable upon exercise of warrants.
|
|
5.
|
John P. Ryan and Howard Crosby, a former officer and director of Mineral Mountain, are shareholders and directors of Quest Mineral Corporation, a privately held company.
|
|
6
|
Shares of common stock issuable upon exercise of warrants.
|
We have one class of outstanding
common stock and each common stock is entitled to one vote. Holders of our common stock are entitled to vote to the extent required
by Idaho law. Those holders of our outstanding common stock who are executive officers and directors, currently hold approximately
26.3% of the voting power of our outstanding shares and will have the ability to influence the outcome of matters submitted to
our stockholders for approval, including the election of our directors and the approval of any change in control transaction. The
outside holders of our outstanding common stock will beneficially own less than 50% of our outstanding shares and be entitled to
less than 50% of the voting power of our outstanding shares. Our executive officers, directors, and stockholders holding more than
5% of our outstanding shares, together with their affiliates, will beneficially own, in the aggregate, approximately more than
50% of our outstanding shares and maintain more than 50% of the voting power of our outstanding shares.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
As a smaller reporting
company, we are required to disclose certain transactions to which we are or will be a party and in which any of our directors,
executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons,
had or will have a direct or indirect material interest in the event the amount of such transaction exceeds the lesser of $120,000
or 1% of the average of our total assets at year end for the last two completed fiscal years. The average of our 2017 and 2018
year-end assets multiplied by 1% is less than $120,000.
In addition to the compensation
arrangements with our directors and executive officers, including those discussed in the section titled “Management and Executive
Compensation,” the following is a description of each transaction since September 30, 2015 and each currently proposed transaction
in which:
|
●
|
we have been or are to be a participant;
|
|
|
|
|
●
|
the amount involved exceeded or exceeds
the lesser of $120,000 or 1% of the average of the assets of the Company on the last day of the two prior fiscal years; and
|
|
|
|
|
●
|
any of our directors, executive officers
or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household
with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
Sales of Securities
During the fiscal year
ended September 30, 2016, the Company issued and sold an aggregate of 33,200,000 shares of our common stock at an average issuance
price of $0.0228 per share for aggregate consideration of approximately $758,000. During the fiscal year ended September 30, 2017,
the Company issued and sold an aggregate of 4,000,000 shares of our common stock at an average issuance price of $0.02 per share
for aggregate consideration of approximately $80,000. During the fiscal year ended September 30, 2018, the Company issued and sold
an aggregate of 7,895,000 shares of our common stock at an average issuance price of $0.04 per share for aggregate consideration
of approximately $330,840.
The participants in this
common stock financing included certain holders of more than 5% of our capital stock, one of our executive officers, certain members
of our board of directors and as applicable, their affiliates. The following table sets forth the aggregate number of shares of
common stock issued to these related parties in this stock financing:
|
Stockholders
|
|
Shares of Common Stock
|
|
Total Purchase Price
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
Ben Porterfield
(1)
|
|
|
11,200,000
|
|
|
$
|
324,800
|
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
Sheldon Karasik and related entities
(2)
|
|
|
12,600,000
|
|
|
$
|
272,000
|
|
|
John Ryan (resigned 10/31/2018) and related entities
(3)
|
|
|
3,000,000
|
|
|
$
|
3,000
|
|
|
James Baughman (resigned 10/31/2018)
(4)
|
|
|
4,200,000
|
|
|
$
|
4,200
|
|
|
Felix Keller
|
|
|
540,000
|
|
|
$
|
30,199
|
|
|
Michael Miller
|
|
|
40,000
|
|
|
$
|
8,000
|
|
|
Ulises de la Garza
|
|
|
30,000
|
|
|
$
|
6,000
|
|
|
(1)
|
Consists of shares of common stock issued as additional consideration
for Alaska Iditarod Project lease..
|
|
|
|
|
(2)
|
Consists of 5,000,000 shares of common stock Mr. Karasik purchased
before becoming an officer or director of the Company, 400,000 shares of common stock purchased by Jacob Karasik, Mr. Karasik’s
son, and 700,000 shares of common stock purchased by Nancy Martin, who later became Mr. Karasik’s wife in May, 2018.
|
|
|
|
|
(3)
|
Consists of 3,000,000 shares of common stock issued to ILVG LLC as
payment in satisfaction of $3,000 of a promissory note for which Mr. Ryan’s son is an officer.
|
|
|
|
|
(4)
|
Consists of 4,200,000 shares of common
stock issued to Mr. Baughman in satisfaction of $4,200 of consulting services.
|
Other Transactions
From October 1, 2015 through
December 31, 2018, the Company compensated Nancy Martin, Mr. Karasik’s wife, in the aggregate of $68,350 for investor relations
consulting services and other administrative functions, including $7,000 in 2016, $16,950 in 2017 and $44,400 in 2018.
Ben Porterfield
Through its wholly owned
subsidiary, Nomadic Gold Mines, Inc., Mineral Mountain entered into a lease agreement with an option to purchase with Ben Porterfield,
a related party, for exclusive rights to explore, acquire, develop and exploit mineral resources on 30 State of Alaska mining claims
located in the Iditarod Project property The consideration paid was 11,200,000 shares of Mineral Mountain common stock and a series
of cash payments to be paid to Porterfield so long as the lease-option remained in effect. As of September 30, 2018, $240,000 in
lease payments for the remaining 5 year term of the lease is owed. During this same 5 year period, an additional $3,900,000 in
Work Commitment payments from the Company to Ben Porterfield might be owed in lieu of work being conducted at the Iditarod Project
site. Subsequent to the execution of the lease agreement, the Company staked an additional 36 State of Alaska mining claims which
by the terms of the lease-option agreement, become part of the leased and optioned property and subject to numerous terms of the
agreement. In total, the Iditarod Project now consists of 66 Alaska state mining claims covering 16.5 square miles. Mr. Porterfield
became an affiliated person by reason of the transfer of the 11,200,000 shares (more than 10% of outstanding shares) in this transaction.
Notes Payable-Shareholders
The following is a listing
of loan amounts (all of which are unsecured) due to related parties (each of whom is a shareholder or related to a shareholder
of Mineral Mountain Mining & Milling Company) and the dates that these loans were made to the Company:
|
Name
|
|
Date
|
|
As of September 30, 2018 Amount
|
|
As of September 30, 2017
Amount
|
|
As of September 30, 2016
Amount
|
|
Premium Exploration
|
|
|
03/27/17
|
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
—
|
|
|
|
|
|
08/02/17
|
|
|
|
35,000
|
|
|
|
35,000
|
|
|
|
—
|
|
|
John J. Ryan, son of a former officer and director
|
|
|
2/23/2016
|
|
|
|
7,000
|
|
|
|
7,000
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable - shareholders
|
|
|
|
|
|
$
|
57,000
|
|
|
$
|
57,000
|
|
|
$
|
7,000
|
|
The
loan from John J. Ryan bears interest at 10% per annum and is due upon demand.
$3,000
was converted to 300,000 shares of common stock and $5,000 was repaid in cash. The note bears interest at a rate of 10% beginning
on July 24, 2016, the balance of principal and interest at September 30, 2018 was $9,660.01.
The
loans from Premium Exploration bear interest at 5% and 10% per annum and are due on July 1, 2019.
The
balance of principal and interest at September 30, 2018 was $55,342.11.
Investments
Mineral Mountain does not
have any investments as of the date of the offering other than its investments in mineral assets as discussed elsewhere in this
Annual Report.
Employment Agreements
Mineral Mountain has not
entered into any written Employment Agreements as of the date of the offering. The Company has an unwritten Employment Agreement
with Sheldon Karasik, entered pursuant to a Board Resolution on January 5, 2018, in which the Company provides a salary of $195,000
to Mr. Karasik. The unwritten Employment Agreement provides no further terms or benefits of employment.
Indemnification Agreements
Our
amended and restated bylaws will provide that Mineral Mountain will indemnify each of our directors and officers to the fullest
extent permitted under Idaho law. Our amended and restated bylaws will also provide our board of directors with discretion to indemnify
our employees and other agents when determined appropriate by the board. In addition, we have entered into an indemnification agreement
with each of our directors and executive officers, which requires us to indemnify them.
Policies and Procedures for Transactions
with Related Persons
The
Company anticipates adopting a policy that our executive officers, directors, nominees for election as a director, beneficial owners
of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not
permitted to enter into a related person transaction with us without the approval or ratification of our board of directors or
our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as
a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family of any of
the foregoing persons, in which the amount involved exceeds $50,000 and such person would have a direct or indirect interest, must
be presented to our board of directors or our audit committee for review, consideration, and approval. In approving or rejecting
any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including
whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same
or similar circumstances and the extent of the related person’s interest in the transaction.
Code of Ethics
The Company adopted a Code of Business
Conduct and Ethics that specifically addresses, among other things, potential conflicts of interest among employees, officers and
directors. A copy of the Code of Business Conduct and Ethics will be provided to any person, without charge, upon written request
sent by email to Sheldon Karasik, Board Chair (sheldon@mineralmtnminingmilling.com).
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Board of Directors
has established an audit committee. The Board of Directors and the audit committee have the responsibility of reviewing our financial
statements, exercising general oversight of the integrity and reliability of our accounting and financial reporting practices,
and monitoring the effectiveness of our internal control systems. The Board of Directors and the audit committee also recommend
selection of the auditing firm and exercise general oversight of the activities of our independent auditors, principal financial
and accounting officers and employees and related matters.
Aggregate fees for professional services rendered
to the Company by Fruci & Associates II, PLLC for the years ended September 31, 2018 and 2017 were as follows:
|
|
|
Years Ended
|
|
|
|
September 30
|
|
Item
|
|
2018
|
|
2017
|
|
Audit fees
|
|
$
|
19,264
|
|
|
$
|
10,000
|
|
|
Audit-related fees
|
|
$
|
2,370
|
|
|
|
—
|
|
|
Tax fees
|
|
|
—
|
|
|
|
—
|
|
|
All other fees
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
$
|
21,634
|
|
|
$
|
10,000
|
|
Fruci
& Associates II, PLLC,
has audited our consolidated financial statements at September 30, 2016
and 2017, and for the period ended September 30, 2018, as set forth in their report. We have included our financial statements
in the annual report and elsewhere in the annual report in reliance on
Fruci & Associates II, PLLC
’s
report, given on their authority as experts in accounting and auditing.
Interests of Other Experts
James
G Baughman (SME-RM), a qualified person, has supervised the preparation of the scientific and technical information that forms
the basis for the Iditarod Project. Mr. Baughman is not independent of Mineral Mountain, as he was formerly Vice President and
Director (resigning from those positions on October 31, 2018). Mr. Baughman is a Registered Wyoming Geologist, and a Registered
Member of SME. Mr. Baughman is a Qualified Person as defined by the Canadian Instrument 43-101.
Peter
Papasavas, an attorney at law, has supervised the preparation of the annual report. He is a nominal shareholder of Mineral Mountain
with less than 3% of holdings.
Transfer Agent and Registrar
The transfer agent and
registrar for our common stock is Pacific Stock Transfer Company, 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119 (telephone
800-785-7782, facsimile 702-433-1979).
