UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

 (Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File Number 000-53505

GOLDLAND HOLDINGS CO.

 (Exact name of registrant as specified in its charter)

1001 3^rd Avenue West, Suite 430, Bradenton, Florida 34205

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (941) 761-7819

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes [ ]  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Ac.   Yes [ ]  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 past 12 months (or for such shorter period that

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the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K 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. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [ ]No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the 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. $2,873,031, based upon a market price of $0.19 per share.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 97,046,048 as of March 28, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None.

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TABLE OF CONTENTS

PART I	4
ITEM 1. BUSINESS.	4
ITEM 1A. RISK FACTORS.	16
ITEM 1B. UNRESOLVED STAFF COMMENTS	26
ITEM 2. PROPERTIES.	26
ITEM 3. LEGAL PROCEEDINGS.	27
ITEM 4. MINE SAFETY DISCLOSURES.	27
PART II	27
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	27
ITEM 6. SELECTED FINANCIAL DATA.	29
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION and RESULTS OF OPERATION.	29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK.	32
ITEM 9. FINANCIAL STATEMENTS AND SUPPLEMENT DATA	33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	33
ITEM 9A. CONTROLS AND PROCEDURES.	34
ITEM 9A(T). CONTROLS AND PROCEDURES.	34
ITEM 9B. OTHER INFORMATION.	35
PART III	35
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS and CORPORATE GOVERNANCE.	35
ITEM 11. EXECUTIVE COMPENSATION.	38
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	41
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	44
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	45
PART IV	46
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	46
SIGNATURES	49

 

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Note Regarding Forward Looking Statements

This Annual Report on Form 10-K contains "forward-looking statements." These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry. Words such as "believe," "anticipate," "expect," "intend," "plan," "may", and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward- looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

 

PART I

ITEM 1. BUSINESS.

Overview:

We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989.  On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars.  On September 1, 2004 our name was changed to Consolidated General Corp., which tried to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team.  On August 7, 2007, our Certificate of Incorporation was amended and restated, pursuant to which our name was changed to Goldcorp Holdings Co.  On October 15, 2010, our name was changed to GoldLand Holdings Co.  We are currently engaged in two lines of business:  mining properties, and gaming equipment.

Mining Properties:  On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock.  We acquired a 100% interest in 103 acres, and a 29.166% interest in 76.63 acres.  We also leased five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covered approximately 20 acres, or approximately 100 acres in total. Subsequently, as a result of a survey we allowed our original claims to lapse, and reapplied for new lode claims that are better oriented in the direction of the three veins in the mountain. As a result, we now own 14 unpatented lode claims covering 262.85 acres.

On October 11, 2007, we leased the mining operations on our properties and claims to Silver Falcon Mining, Inc.  Under the lease, Silver Falcon is responsible for all mining activities on the land, and it is obligated to make annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from the property, and a net royalty of 15% from any proceeds we receive from a refiner of ore produced from tailing piles on the premises or through shafts or adits located on the premises.  The lease, as amended, provides that lease payments must commence January 1, 2012.  The lease expires on October 1, 2026, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000. Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Silver Falcon.  

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Since Silver Falcon leased our properties, it has expended substantial funds to develop mining operations and improve the property.  In 2009 and 2010, it constructed a milling facility on land it purchased at the base of the mountain, and began processing tailings at the mill in May 2010.  In 2011, it began construction of a metallurgical assay lab at the same site to process concentrate produced in its milling operation, which it expects to complete in mid-2015.  It also plans to begin construction of a closed circuit cyanide leaching and a bullion Dore production facility on its mill site in the fall of 2014, in order to improve the yields from the tailings that it processes, and to service some proposed tolling contracts.

In 2010, Silver Falcon upgraded the roads to the Sinker Tunnel Complex to allow 25-ton trucks access to the site, and an area of approximately 300x400 feet was prepared and secured, to act as a staging area at the 5,200 foot level. The Sinker Tunnel was aerated in its entire length and the entrance to the Sinker Tunnel was permanently extended and secured to avoid land or snow slides to block access to the Sinker Tunnel. Permanent drainage pipes have been laid in the Sinker Tunnel as it was determined that the Sinker Tunnel is the main drain for the War Eagle complex. Mining and shoring or rock bolting of some weak points in the top wall is underway. Permitting for exploration of the Sinker Tunnel is underway with training for underground personnel and safety measures being installed per the latest mining rules and regulations.

Gaming Equipment: On September 19, 2013, Universal Equipment SAS, Inc., our wholly-owned subsidiary, entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post-split).  Closing occurred on March 6, 2014. The equipment includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc.  Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. The Equipment is used primarily in the operation of a casino that is owned and operated by the lessee on San Andres Isla, Colombia. However, some of the equipment, such as video poker and slot machines, may be placed in retail locations under agreements with the retail merchant to divide winnings from the machines.

Discussion of Mining Properties

History of Mining on War Eagle Mountain

War Eagle Mountain is one of three peaks in Southwest Idaho that form a contiguous fault trend, and which have all produced minerals from the same veins:  Delamar Mountain, Florida Mountain, and War Eagle Mountain.

In the summer of 1862, the Oro Fino Vein on top of War Eagle Mountain was discovered.  During 1863 a number of lode claims were located and mining in earnest began.  By the end of 1875 a total of ten shafts had been sunk in the Oro Fino Vein ranging in depth from 300 feet to 1,250 feet. The Oro Fino Shaft at the North end is 300 feet deep and the Mahogany Shaft at the South end is 1,100 feet deep. The Golden Chariot and Ida Elmore shafts are 1,250 feet and 1,000 feet respectively.  

By 1866, all the major mines in the area had been discovered and were being developed. The major mines were the Oro Fino, Cumberland, Poorman, Ida Elmore, Golden Chariot, Minnesota, Mahogany and the Morning Star in Silver City.  There were 12 mills in the area with a total of 132 stamps to pulverize the ore, separate the metal from the rock and pour the raw metal into larger rectangular bricks of bullion. This bullion was then shipped out of the area, sometimes as far away as Europe, for refining into pure gold and silver.  By the end of 1875, approximately 750,000 ounces of gold equivalent were reportedly extracted from the shafts on War Eagle Mountain.

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In August 1875, a financial panic that had started in New York in 1873, culminated with the San Francisco bank crash, and then the closure of the San Francisco Stock Exchange. A nationwide depression occurred, which resulted in sources of working capital for the mines drying up. The miners continued to work without pay until October 1875, when they left the mountain for employment elsewhere.  During the winter of 1875-1876, because the mine was not being used, the shafts filled with water.  This condition has existed for the past 131 years, which has resulted in the preservation of these historical vein systems without being disturbed by intruders or miners.

From 1875 through 1899, mining men who had managed and worked in the underground mines and milling operations tried to promote a project that would allow them to recover the remaining submerged gold and silver reserves they knew existed.  Finally, in November 1899, American Smelting and Refining Company (ASARCO) funded the Sinker Tunnel Project. The project objective was to drive a 10 x 10 tunnel from Sinker Creek on the North-East side of War Eagle Mountain, at an elevation of 5200 feet, approximately 2,000 feet below the bottom of the Golden Chariot Shaft. This tunnel was named the Sinker Tunnel, and its intended use was to drain water out of War Eagle Mountain and to haul ore mined from the veins to the surface for milling.  The cost of the project was about $250,000 (or the equivalent of $25,000,000 today).

It was anticipated that the Sinker Tunnel would intersect the Oro Fino Vein at about 7,000 feet from the tunnel portal.  The Oro Fino Vein was actually intersected at 6,890 feet in May 1902.  After the Sinker Tunnel was extended north about 80 feet, a raise was started upwards toward the bottom of the Golden Chariot Shaft.  When this raise reached 620 feet in height it was only 150 feet below the bottom of the Golden Chariot Shaft, which contained about 1,100 feet of water.  At this point the amount of water permeating down into the raise was increasing every day, which caused the miners to become anxious about their safety, and raised concerns as to how ASARCO would punch the final hole into the bottom of the Golden Chariot shaft.  The miners raised concerns with the Idaho Inspector of Mines about the working conditions and their concerns, which resulted in the Idaho Inspector of Mines stopping any further work in the area until safety measures were implemented.  At that time, ASARCO elected to close the project down, and return later if conditions changed, which never happened.  

During 1932 and 1933, some additional exploration tunnels were driven to the north and to the south from the raise.  In 1941, salvagers opened the Sinker Tunnel and removed all the steel rail and pipe scrap for the war effort. Shortly thereafter, a landslide completely buried the tunnel under 50 feet or more of earth and rock, and the Sinker Tunnel complex was forgotten.

In 1994, Mineral Extraction, Inc., the current owner at the time, rediscovered the location of the tunnel and over several years refurbished the Sinker Tunnel complex, with the exception of the upper four levels of the raise, nearest the bottom of the Golden Chariot shaft.  The entrance was excavated, and a semi-permanent structure was built to protect the site.  In addition, the entire length of the Sinker Tunnel was restored.  The roads to the Sinker Tunnel Complex were upgraded to allow 25-ton trucks access to the site, and an area 300x400 feet was prepared to act as a staging area at the 5,200 foot level.

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The mines on War Eagle Mountain were very productive in the first few years because the surface deposits were of extraordinary richness. As the mines got deeper the veins had a smaller yet more consistent amount of ore in relation to the amount of rock that needed to be removed to expose it. Generally, the value of ore per ton of rock removed remained consistent from a depth of 150 feet to as deep as any of the mines were worked. This would indicate that the extensions of the veins into the deeper levels, not yet reached by the mine shafts, would contain the same percentage of metal ore.

The mines became more expensive to develop and operate as they got deeper. This was not due to a decline in the yield per ton, but due to the increased cost of lifting the mineral ore and of removing water from deeper shafts.  The removal of ground water in mines is a persistent expense that must be addressed on a daily basis. When a mine doesn't have a lower working level tunnel – like the Sinker Tunnel Complex – that intersects a vertical shaft, the water must be brought to the surface and disposed of no matter what the expense or technical inconvenience if the mine is to continue operating. This increased cost of mining at depth was one of the most significant problems for the mines on War Eagle Mountain.

Description of Mining Properties

We have one mining property, which is a variety of land and mining claims on and near War Eagle Mountain, Idaho.  War Eagle Mountain is located about 60 miles southwest of Boise, Idaho, and about one mile east of Silver City, Idaho.  The Sinker Tunnel is about 15 miles off of State Highway 78 and the mine sites on the top of War Eagle Mountain are about 20 miles off of State Highway 78.  Access to both the Sinker Tunnel currently is by four wheel drive vehicle, as only the first seven miles of county roadway off of State Highway 78 is paved.  Below is a map illustrating the location and access to the Sinker Tunnel and top of War Eagle Mountain:

Our property on War Eagle Mountain is a combination of owned land and mining claims.  We own an undivided 29.167% fee title interest on seven patented properties, and fourteen unpatented lode mining claims, which we lease to Silver Falcon under a lease dated October 11, 2007.  The lease expires on October 1, 2026, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000. The lease, as amended, provides that lease payments must commence January 1, 2012.  The lease expires on October 1, 2026, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000. Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Silver Falcon.  

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 Under the lease, Silver Falcon is responsible for all mining activities on the land, and it is obligated to make annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from the property, and a net royalty of 15% from any proceeds we receive from a refiner of ore produced from tailing piles on the premises or through shafts or adits located on the premises.  Our owned land and mining claims are listed below:

A patented mining claim is one which the federal government has passed title to the claimant, making the claimant the owner of the surface and mineral rights.  An unpatented mining claim is one which is still owned by federal government, but which the claimant has a right to possession to extract minerals, provided the land is open to mineral entry.  

There are two main types of mining claims, lode claims and placer claims.  Lode claims cover classic veins or lodes having well-defined boundaries. They also include other rock in-place bearing valuable minerals and may be broad zones of mineralized rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume but low-grade disseminated metallic deposits. Lode claims are usually described as parallelograms with the longer side lines parallel to the vein or lode. Descriptions are by metes and bounds surveys (giving length and direction of each boundary line). Federal law limits their size to a maximum of 1,500 feet in length along the vein or lodge. Their width is a maximum of 600 feet, 300 feet on either side of the centerline of the vein or lode. The end lines of the lode claim must be parallel to qualify for underground extralateral rights. Extralateral rights involve the rights to minerals that extend at depth beyond the vertical boundaries of the claim.

Placer claims include all deposits not subject to lode claims. Traditionally, these include only deposits of unconsolidated materials, such as sand and gravel, containing free gold or other minerals. Placer claims, where practicable, are located by legal subdivision of land. The maximum size of a placer claim is 20 acres.

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Claims to federal land for mining purposes may be obtained by filing a claim with the Bureau of Land Management and paying a nominal fee.  A claim may be maintained as long at the holder engages in mining activity on the claim or, in lieu of mining activity, by filing an annual renewal form and paying an annual fee to the Bureau of Land Management by September 1 of each year.  The annual fee is $10 per claim for small miners and $140 per claim for large miners.  We are obligated to pay any annual fees to maintain the claims which we lease to Silver Falcon.

In 2010, as a result of a survey of portions of War Eagle Mountain, we allowed our Unpatented Placer Claims to lapse, and reapplied for new Unpatented Lode Claims covering the same veins.  The new Unpatented Lode Claims cover more acreage and are better oriented in the direction of the three veins in the mountain.  The Unpatented Placer Claims previously known as Great Western #1 through 4, and Cape Horn #1 are now known as Western Horn #7 through 14, which are Unpatented Lode Claims.  The Unpatented Placer Claims previously known as Goldland #25 and 26 are now known as Western Horn #3 through 6, which are Unpatented Lode Claims. The Unpatented Placer Claims previously known as Goldland #13 through 15 are now known as Diamond Creek #5, 6 and 8, which are Unpatented Lode Claims.

We are not the sole owner of seven of the patented claims that we lease to Silver Falcon, and instead we only own 29.166% of the claims.  The remaining 70.834% of the patented claims are owned by a large number of descendants of the original parties that obtained the patent rights to the mining claims.  Silver Falcon and we are in the process of trying to identify and acquire the remainder of ownership of these mining claims.   

Geology of Mining Properties

War Eagle Mountain is the eastern most peak in the War Eagle-Florida-Delamar Mountain trend, which is an east to west chain of mountains in Southwestern Idaho.  All three peaks show the same type of gold and silver veins.  Kinross Gold Corporation owns Florida and Delamar Mountains.  Delamar Mountain, the western most of the three, had been successfully open pit mined from 1977 to the late 1990s.

The host rock on War Eagle Mountain is granite.  The veins containing gold and silver are primarily filled fissures in the host rock that occur primarily in a north-south direction.  The gold and silver bearing veins of War Eagle Mountain are steeply dipping to subvertical in attitude and are generally oriented in a NS to NW-SE direction.  For example, the Oro Fino/Golden Chariot vein, which is the vein that has been mined and explored the most, occurs at an 8 percent tilt to vertical.  The textures, mineralogy and geometry of the veins all indicate that they are "epithermal" deposits. This means that, according to the current interpretations, the minerals were deposited by hydrothermal solutions of “supercritical” very hot, high pressure water that made their way upward through the earth’s crust, depositing the minerals in the loose rock in the fissures.  The richest ores have been found in ore shoots, which are places where small cross-fractures intersect the main vein.  

Historical records indicate that the Oro Fino Vein system extends at least some 12,000 feet in a north-south direction and has been observed to vary greatly in thickness (from 0.5 ft. to 25 ft.) and mill grades of 0.5 to 1.25 Troy ounces of gold per ton.  The land that we and Silver Falcon own and lease encompasses only about 600 feet of the Oro Fino Vein system, but all of the major mine shafts that exist on the system.  Several large pockets of very rich ore concentration have been found scattered throughout at ore shoots. Mill grades have been encountered, at these ore shoots of up to 25 Troy ounces per ton, with some areas showing grades as high as 90 to 300 oz. gold/ton.

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It is not known exactly how deep the vein systems are on War Eagle Mountain.  The Sinker Tunnel cuts through the Oro Fino Vein approximately 2,500 feet below the outcrop on the surface which was still strong and well developed.  To date, only about the first 300 to 1100 feet in depth of the Oro Fino Vein has been mined on approximately 15% of its total known length.

Because the host rock on War Eagle Mountain is granite, the mine shafts on War Eagle Mountain are very stable, with minimal need to shore the walls with timber.  As a result, the shafts left by prior mining activity are still in usable condition.  Also, the Sinker Tunnel Complex needs almost no timber to shore or brace its walls or ceilings.  

Mining activity to date has focused on three veins that show at the surface of War Eagle Mountain – the Oro Fino Vein system, the Poorman Vein system and the Central Vein system – with the Oro Fino Vein being the most productive.  The Poorman Vein is about 1,000 feet to the west of the Oro Fino Vein.  Historically, the Poorman vein has produced mostly silver.  The Oro Fino Vein system has approximately 6 other vein systems associated with it, while some 40 additional main vein systems are believed to exist on War Eagle Mountain.

At present, work on the mine consists largely of vertical mine shafts at the top of War Eagle Mountain, which were started by miners in the 1800’s, typically on top of a vein that was evident from an outcropping on the surface.  The interiors of the mine shafts are believed to be in good shape, but they are all flooded from groundwater and will have to be drained before active mining can commence.  Silver Falcon plans to drain the mine shafts by connecting them to the Sinker Tunnel below.  We have recollared five mine shafts with stones and steel rails to make them safer and prevent rain water from entering the mines. Prior owners of the Sinker Tunnel refurbished the tunnel entrance, but Silver Falcon has made additional improvements to the entrance.

Water is available on the property.  Power will be supplied by generators.  

None of the properties have been surveyed by a competent professional engineer, nor have the properties been evaluated to determine whether any mineral deposits can be mined profitably at current market rates.  Therefore, the properties are without known reserves and our proposed mining activities are exploratory in nature at this time.  The most comprehensive survey of the mineralogy of War Eagle Mountain is a report issued by the Idaho Bureau of Mines and Geology in 1926.  However, the authors of the report did not have access to the flooded mine shafts, and developed their report from visual observation of the surface, reports of past mining activity, and interviews with mining engineers who had previously worked at the site. Other reports include a report prepared in 1928 by Sinker Tunnel Mining Co., which at the time was in the process of refurbishing and extending the Sinker Tunnel, and a report issued by Copper Range Exploration in 1970.  However, the mountain has never been surveyed with a comprehensive scheme of core samples to locate and assess the veins that exist on the mountain.  All representations of potential quantities of minerals are based on historical records which are believed to be accurate, but which may not have been performed pursuant to modern standards for evaluating mineral claims.

Competition

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We have no competition for the extraction of minerals from War Eagle Mountain, since no other mining company has an interest on War Eagle Mountain at this time.  However, the mineral extraction business in general is highly competitive. Numerous larger mining companies actively seek out and bid for mining prospects and properties as well as for the services of third-party providers and supplies, such as mining equipment, transportation equipment and refiners, upon which we rely.  Many of these companies not only explore for, produce and market minerals, but also carry out smelting and refining operations and market the resultant products on a worldwide basis.  Most of our competitors have longer operating histories and substantially greater financial and personnel resources than we do.

Competitive conditions may be substantially affected by various forms of legislation and regulation considered from time to time by the government of the United States and the states in which we have operations, as well as factors that we cannot control, including international political conditions, overall levels of supply and demand for minerals, and currency fluctuations.

Markets and Major Customers

We have leased all of our mining properties to Silver Falcon, which is thus our only customer for minerals mined from our property.  Silver Falcon’s original plan was to process the ore it mines into concentrate and then contract with a refinery to refine the concentrate and purchase any resulting minerals at market prices, less a commission.  While there are a number of refiners which will refine concentrate on a contract basis, its current plan is to construct its own smelting operation to convert its concentrate into Dore bars, and then ship the Dore bars to a refinery for final processing.  Silver Falcon believes that operating its own smelting operation will allow it to control the processing of its minerals better, including the ability to more precisely assay its production before it is shipped to a third party for final processing.  Under our lease agreement with Silver Falcon, we are entitled to receive a royalty of 15% of any net amounts Silver Falcon receives from the refinery from ore produced from tailing piles on the premises or through shafts or adits located on the premises.

Seasonality of Business

Weather conditions will affect the ability of Silver Falcon to mine ore from our property.  Generally, from November to April of each year the road leading to the top of the mountain property is impassable because of snow but access through the Sinker Tunnel is available year round.  Silver Falcon plans to mine and deliver ore to the mill it has erected at the base of the mountain from the Sinker Tunnel to ensure a steady stream of revenues throughout the year.

Operational Risks

Mining involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Mining involves the risk that fires, shaft collapses, flooding, equipment failure, human error and other circumstances may cause significant injury to persons or property, and may affect our ability to extract mine ore from our properties without significant additional capital expenditures. In such event, substantial liabilities to third parties or governmental entities may be incurred, the satisfaction of which could substantially reduce available cash and possibly result in loss of our leased mining properties. Such hazards may also cause damage to or destruction of our mine shafts, producing formations, production facilities, storage and transportation facilities, or other processing facilities.

We will not insure fully against all risks associated with our business either because such insurance is not available or because we believe the premium costs are prohibitive. A loss not fully covered by insurance could have a materially adverse effect on our financial position and results of operations. For further discussion on risks see “Risk Factors” below.

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Regulation

Our business is subject to extensive U.S., federal, state and local laws and regulations governing development, production, labor standards, occupational health, waste disposal, and use of toxic substances, environmental regulations, mine safety and other matters relating to the resource industry.  Most of the extraction operations will require permits or authorizations from federal, state or local agencies.  Silver Falcon is responsible for compliance with all applicable laws and regulations under the terms of our lease with Silver Falcon, but the denial or vacating of permits needed by Silver Falcon could have a material adverse effect on its ability to pay us.  In view of the many uncertainties with respect to current and future laws and regulations, we cannot predict the overall effect of such laws and regulations on our future revenues.

Silver Falcon is subject to the Mine Safety and Health Act of 1977, which is administered by the Federal Mine Safety and Health Administration (“MSHA”).  MSHA has the power to make routine surprise inspections.  In the event MSHA finds that Silver Falcon’s operations violate mine safety regulations, MSHA has the power to issue orders requiring that it remedy the violation, closing its mine until the remedy is implemented, and imposing fines for violations, among other things.  To the extent that federal or state environmental or mine safety regulatory agencies order certain of its mines to be temporarily or permanently closed, such order would have a material adverse effect on its ability to pay us.

In addition to existing regulatory requirements, legislation and regulations may be adopted or permit limits reduced at any time that result in additional operating expense, capital expenditures or restrictions and delays in the mining, production or development of our properties. Mining accidents and fatalities, whether or not at our mines or related to gold and silver mining, may increase the likelihood of additional regulation or changes in law.

Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of consideration. If adopted, such measures could increase Silver Falcon’s cost of environmental compliance and also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals with regard to existing and new facilities. Proposed measures could also result in increased cost of fuel and other consumables used at Silver Falcon’s operations if it is unable to regularly access utility power. Climate change legislation may also affect Silver Falcon’s smelter operations to the extent they burn fossil fuels, resulting in increased costs to it, and may affect the market for the metals it produces with effects on prices that are not possible for us to predict.

From time to time, the U.S. Congress considers proposed amendments to the General Mining Law of 1872, as amended, which governs mining claims and related activities on federal lands. The extent of any future changes is not known and the potential impact on us as a result of U.S. Congressional action is difficult to predict. Changes to the General Mining Law, if adopted, could adversely affect our or Silver Falcon’s ability to economically develop mineral reserves on federal lands. Although we are not currently mining on federal land, exploration and future mining could occur on federal land.

We expect that our operations will comply in all material respects with applicable laws and regulations.  We believe that the existence and enforcement of such laws and regulations will have no more restrictive an effect on our operations than on other similar companies in the resource industry.

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Environmental

General. Mining operations on War Eagle Mountain are subject to local, state and federal laws and regulations governing environmental quality and pollution control in the United States. The extraction of mineral ore, as well as smelting and refining ore, are subject to stringent environmental regulation by state and federal authorities, including the Environmental Protection Agency ("EPA"). Such regulation can increase the cost of planning, designing, installing and operating mining facilities.

Significant fines and penalties may be imposed for the failure to comply with environmental laws and regulations. Some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances.

Waste Disposal. Mining operations on War Eagle Mountain may generate wastes, including hazardous wastes, that are subject to the federal Resource Conservation and Recovery Act ("RCRA") and comparable state statutes. The EPA has limited the disposal options for certain wastes that are designated as hazardous under RCRA ("Hazardous Wastes").  Furthermore, it is possible that certain wastes generated by mining operations on War Eagle Mountain that are currently exempt from treatment as Hazardous Wastes may in the future be designated as Hazardous Wastes, and therefore be subject to more rigorous and costly operating and disposal requirements.

CERCLA. The federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), also known as the "Superfund" law, generally imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances ("Hazardous Substances").  These classes of persons or so-called potentially responsible parties include the current and certain past owners and operators of a facility where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third parties to take action in response to threats to the public health or the environment and to seek to recover from the potentially responsible parties the costs of such action.  Mining operations on War Eagle Mountain may generate wastes that fall within CERCLA's definition of Hazardous Substances, and predecessor mining companies on our properties may have generated wastes that fall within CERCLA's definition of Hazardous Substances.

Air Emissions.  Mining operations on War Eagle Mountain may be subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements, including additional permits. If ozone problems are not resolved by the deadlines imposed by the federal Clean Air Act, or on schedule to meet the standards, even more restrictive requirements may be imposed, including financial penalties based upon the quantity of ozone producing emissions. If the operator of mining operations on War Eagle Mountain fails to comply strictly with applicable air pollution regulations or permits, we may be subject to monetary fines and be required to correct any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources.

Clean Water Act.  The Clean Water Act requires permits for operations that discharge into waters of the United States. Such permitting has been a frequent subject of litigation by environmental advocacy groups, which has resulted, and may in

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the future result, in declines in such permits or extensive delays inreceiving them. This may result in delays in, or in some instances preclude, the commencement or continuation of development or production operations. Adverse outcomes in lawsuits challenging permits or failure to comply with applicable regulations could result in the suspension, denial, or revocation of required permits, which could have a material adverse impact on our cash flows, results of operations, or financial condition.

We believe that we are in substantial compliance with current applicable environmental laws and regulations and that, absent the occurrence of an extraordinary event, compliance with existing local, state, federal and international laws, rules and regulations governing the release of materials in the environment or otherwise relating to the protection of the environment will not have a material effect upon our business, financial condition or results of operations.

Discussion of Casino Equipment

Description of Equipment

On September 19, 2013, Universal Equipment SAS, Inc., our wholly-owned subsidiary, entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post-split).  Closing occurred on March 6, 2014. The equipment includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc.  Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option. The Equipment is used primarily in the operation of a casino that is owned and operated by the lessee on San Andres Isla, Colombia. However, some of the equipment, such as video poker and slot machines, may be placed in retail locations under agreements with the retail merchant to divide winnings from the machines.

Competition

Our current business activities consist of leasing our casino equipment under one master lease to one lessee.  Our lessee uses the equipment primarily in a casino on San Andres Isla, Columbia, but has the right to deploy some of it in retail locations in Latin America pursuant to agreements to share profits from with the merchant.  To the extent we expand this line of business we will face competition in leasing our casino equipment by other entities, including casino equipment suppliers, leasing affiliates of casino equipment suppliers and independent leasing companies.  Most of our potential competitors have far greater resources than us, and far greater experience in the casino industry than us.  

Markets and Major Customers

While all casinos need casino equipment, we define our market as casinos in South America and Latin America, which we believe is an underserved market.   At present, the only customer for our casino equipment is VONBLOM & POMARE S.A., the lessee of our casino equipment.

Seasonality of Business

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Because we lease our equipment pursuant to master leases, our revenues and earnings from our casino equipment line of business is not effected by seasonal factors.  However, casino lessees are most often located in resort or vacation locations, which make their operations subject to seasonal fluctuations.  

Regulation

The gaming industry is subject to extensive governmental regulation by US federal, state and local governments, as well as tribal officials or organizations and foreign governments. While the regulatory requirements vary by jurisdiction, most require:

	·	licenses and/or permits
	·	findings of suitability for the company, as well as individual officers, directors, major shareholders, and key employees
	·	documentation of qualifications, including evidence of financial stability
	·	other required approvals for companies who manufacturer or distribute gaming equipment and services, including but not limited to new product approvals

 

Gaming laws and regulations serve to protect the public and ensure that gaming related activity is conducted honestly, competitively, and free of corruption. Regulatory oversight additionally ensures that the local authorities receive the appropriate amount of gaming tax revenues.

Certain regulators not only govern the activities within their jurisdiction, but also monitor our activities in other jurisdictions to ensure that we comply with local standards on a worldwide basis. For example, the State of Nevada requires that its licensees maintain Nevada standards for all operations worldwide. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

At the present time, we do not operate any gaming facilities, but only lease our equipment to lessees that operate gaming facilities.  We require that our lessees maintain any required licenses to use our equipment in their facilities.  We also do not manufacture gaming equipment, and therefore are not subject to license requirements applicable to gaming equipment manufacturers.

Miscellaneous

Research and Development Expenditures

We have not incurred any research or development expenditures in the last two fiscal years.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Employees and Consultants

At March 28, 2014, we had four employees, and we have signed agreements with a number of consultants enabling us to develop our business model.

We have no collective bargaining agreements with our employees, and believe all consulting and employment agreements relationships are satisfactory.   We hire independent contractors on an as- needed basis, and we may retain additional employees and consultants during the next twelve months, including additional executive management personnel with substantial experience in the mining exploration and development business as well as the South American leasing of gaming equipment.

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ITEM 1A. RISK FACTORS.

Risks Related to Mining Properties

We Have Minimal Revenue To Date From Our Mining Properties, Which May Negatively Impact Our Ability To Achieve Our Business Objectives.

Since acquiring our mining properties in September 2007, we have experienced losses from our operations.  Our ability to become profitable will be dependent on the receipt of revenues from the lease of our mining properties greater than our operational expenses.  We received lease payments from July 2010 to September 2010, but we agreed to allow Silver Falcon to defer lease payments from October 2010 to December 2011 because of capital needs that Silver Falcon had in relation to its mining operations.  We do not need to raise capital to mine our properties because we have leased the mining rights to Silver Falcon.  

Silver Falcon commenced milling operations in May 2010, but will not begin receiving significant revenues until it completes a closed circuit cyanide leaching and a bullion Dore production facility for operation in 2014.  Silver Falcon also needs to complete a leaching facility to improve the yields from its ore.  It is not expected to begin building the leaching facility until the fall of 2014.  Silver Falcon still needs to raise substantial capital before it can commence mining raw ore from our properties, and will not be able to optimize its revenues until it has raised that capital.  Since 2012, both Silver Falcon Mining, Inc, and GoldLand Holdings, Co. have issued shares of their Common Stock to our employees to pay their compensation, which is our biggest expense. The value of those shares issued by Silver Falcon Mining, Inc. were applied against lease payments that Silver Falcon Mining, Inc. owed us starting in January 2012.    

The Properties In Which We Have An Interest Do Not Have Any Known Reserves.

None of the properties in which we have an interest have any reserves. To date, we have engaged in only limited preliminary exploration activities on the properties. Accordingly, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts. If we do not establish reserves, we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline, and you may lose all or a portion of your investment.

Silver Falcon and We Have a Limited Operating History as a Mining Company, Which May Hinder Silver Falcon’s Ability to Make Lease and Royalty Payments to Us.

We do not have any operating history as a mining company upon which to base an evaluation of our current business and future prospects. We have only owned mining properties since our acquisition of properties on War Eagle Mountain in September 2007.  Silver Falcon has only a limited operating history as a mining company.  Silver Falcon first entered the mining industry when it leased our properties on War Eagle Mountain in October 2007.

We do not have an established history of locating and developing properties that have mining reserves. As a result, the revenue and income potential of our business is unproven.  In addition, because of our limited operating history, we have

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limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets such as ours. We may also make decisions and choices that do not take into account standard engineering or managerial approaches mineral exploration companies commonly use.  We may not be able to successfully address any or all of these risks and uncertainties.  Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Our Ability to Become Profitable Is subject To Silver Falcon’s Success in the Mining Business, Which Is subject To Risks Inherent in the Mining Business

Silver Falcon’s ability to become profitable is subject to the economic risks typically associated with mineral extraction and processing business, including the necessity of making significant expenditures to mine properties and to test potential reserves.  The availability of mining and transportation equipment and the cost of actual mining operations is often uncertain.  In conducting mining activities, the presence of unanticipated irregularities in formations, miscalculations or accidents may cause exploration, development and, if warranted, production activities to be unsuccessful. This could result in a total loss of Silver Falcon’s investment, which would jeopardize its ability to make lease and royalty payments to us.  If Silver Falcon is not successful in producing minerals from mineral ore mined from our property in economically viable quantities, its mining activities will cease, and it will be unable to make lease and royalty payments to us.

Silver Falcon has Substantial Indebtedness and Capital Needs That Require That It Raise Capital.

As of December 31, 2013, Silver Falcon had current assets of $2,574,041, current liabilities of $3,551,961, and a working capital deficit of ($977,920).  It had substantial accounts payable to third parties and notes that are payable in less than one year, some of which were in default for failure to make periodic interest payments.   Furthermore, in 2013 a creditor obtained a default judgment against Silver Falcon for $567,743.56 plus post-judgment interest.  Silver Falcon was successful in obtaining a court order setting aside the default judgment, but the credit was subsequently successful in obtaining an order reinstating the default judgment.  The case is still in litigation.  If Silver Falcon is not successful in the litigation, it will need to raise substantial additional capital to pay off the judgment in order to operate its milling operations. As discussed elsewhere, Silver Falcon also has substantial capital needs to complete its leaching facility and metallurgical lab, complete its survey of War Eagle Mountain and for working capital.  Silver Falcon is currently unable to pay its liabilities in the normal course of business from cash flow from its mining operations.  If Silver Falcon is unable to raise substantial new capital, it may be forced to terminate operations or sell out to a larger company, which would jeopardize its ability to make lease payments to us.  

There are uncertainties as to title matters in the mining industry. Any defects in such title could cause us to lose our rights in mineral properties and jeopardize our business operations.

Our mineral properties consist of private mineral rights, leases covering private lands, leases of patented mining claims and unpatented mining claims. Many of our mining properties in the United States are unpatented mining claims located on lands administered by the U.S. Bureau of Land Management (“BLM”), Idaho State Office to which we have only possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record. We believe a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, and this uncertainty is inherent in the mining industry.

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The present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. We also are generally allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the United States. We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements. Prior to 1994, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application to secure fee title to the mining claim from the Federal government. The right to pursue a patent, however, has been subject to a moratorium since October 1994, through federal legislation restricting the BLM from accepting any new mineral patent applications. If we do not obtain fee title to our unpatented mining claims, we can provide no assurance that we will be able to obtain compensation in connection with the forfeiture of such claims.

There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing production, exploration and development programs.

Legislation has been proposed that could, if enacted, significantly affect the cost of our operations on our unpatented mining claims.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the Mining Law of 1872. Such bills have proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining claims. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. A majority of our mining claims are on unpatented claims. Although we cannot predict what legislated royalties might be, the enactment of these proposed bills could adversely affect the potential for development of our unpatented mining claims and the economics of our existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our financial performance.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. Our board of directors retains the discretion to change this policy.

We Have A Very Small Management Team And The Loss Of Any Member Of This Team May Prevent Us From Implementing Our Business Plan In A Timely Manner; Our Management Has Substantial Outside Business Interests.

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We have five executive officers and a limited number of additional consultants.  Our success depends largely upon the continued services of Pierre Quilliam, our Chief Executive Officer, Christian Quilliam our Chief Operating Officer, Thomas C. Ridenour our Chief Financial Officer and Allan Breitkreuz, our Vice President.  We need additional executive personnel in order to fulfill our business plan and satisfy our reporting obligations as a public company in a timely fashion.  We do not maintain key person life insurance policies on the lives of any of our officers. The loss of any of our officers could seriously harm our business, financial condition and results of operations.  In such an event, we may not be able to recruit personnel to replace our officers in a timely manner, or at all, on acceptable terms.

Furthermore, the employment agreements with our executive officers permit them to have outside business interests, such that they are not required to devote 100% of their working time to our business.  Mr. Quilliam estimates that he spends about 100% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us.  Mr. Breitkreuz estimates that he spends about 25% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. Mr. Ridenour estimates that he spends about 95% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. The fact that Messrs.  Ridenour and Breitkreuz have outside business interests could lessen their focus on our business.  

Our Directors Have A Material Conflict of Interest With Respect To Our Mining Lease With Silver Falcon.

Our mining operations are based upon a lease of our mining rights on War Eagle Mountain to Silver Falcon.  All six of our directors, Pierre Quilliam, Thomas C. Ridenour, Denise Quilliam, Allan Breitkreuz, Lew Georges and Paul Parliament, are directors of Silver Falcon.  To the extent issues arise between Silver Falcon and us under the lease, we do not have any disinterested directors or officers to represent our interests, and any resolution will not be on arms-length terms.

We Have Substantial Commitments That May Require That We Raise Capital.

As of December 31, 2013, we had current assets of $38,476, current liabilities of $6,663,251, and a working capital deficit of ($6,624,775).  A substantial part of our current liabilities consist of debts that we only have to pay if funds are available, such as amounts due related parties of $510,962.  However, we have $106,316 of accounts payable to third parties.  Our officers also have agreed to receive their salary in the form of shares of our Common Stock.  If our officers do not agree to receive our  stock in payment of their salaries, and we are unable to make payments in cash, we will have to raise capital in order to pay our liabilities, which we expect would be dilutive to existing shareholders.

The Mining Industry Historically Is A Cyclical Industry And Market Fluctuations In The Prices Of Minerals Could Adversely Affect Silver Falcon’s Business And Our Lease Revenues From Silver Falcon.

Prices for minerals tend to fluctuate significantly in response to factors beyond our control. These factors include, but are not limited to:

·

weather conditions in the United States and elsewhere;

·

economic conditions in the United States and elsewhere;

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·

political instability in Africa and other major mineral producing regions;

·

governmental regulations, both domestic and foreign;

·

domestic and foreign tax policy;

·

the pace adopted by foreign governments for the exploration, development, and production of their national reserves;

·

the price of foreign imports of minerals;

·

the cost of exploring for, producing and processing raw mineral ore;

·

the rate of decline of existing and new mineral reserves;

·

available transportation capacity;

·

the ability of mineral extraction companies to raise capital;

·

the overall supply and demand for minerals; and

Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities.  Reductions in mineral prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment.  Neither we nor Silver Falcon currently engage in any hedging program to mitigate our exposure to fluctuations in mineral prices.

Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for mineral properties, as buyers and sellers have difficulty agreeing on the value of the properties.  Price volatility also makes it difficult to budget for and project the return on acquisitions and the development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.

We Are Required to Share Our Profits Derived From Properties In Which We Do Not Own 100% Fee Title.

We only own a 29.166% undivided interest in 76.63 acres of land on War Eagle Mountain.  Under Idaho law, we are required to pay the other joint tenant owners of the land their pro rata share of any net revenues we derive from minerals extracted from their property, less operating costs we incur.  We do not have any formal agreement with the majority owners of the 76.63 acres of land on War Eagle Mountain regarding the allocation of revenues between 76.63 acres in which they have an interest and the other acreage we own or lease on War Eagle Mountain, or the determination and allocation of costs properly chargeable against revenues allocated to their interests. Accordingly, there is a possibility that we may get into disputes with the majority owners of the 76.63 acres of land on War Eagle Mountain, which could adversely affect our profitability.   

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If We Or Our Operators Fail To Maintain Adequate Insurance, Our Business Could Be Materially And Adversely Affected.

Our operations are subject to risks inherent in the mining industry, such as mine collapses, flooding, explosions, fires, pollution, earthquakes and other environmental risks. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. We could be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could have a material adverse effect on our financial condition and results of operations.  We do not currently carry insurance to protect us against any of these potential liabilities.  Silver Falcon currently carries general liability and worker’s compensation insurance, but does not carry insurance against environmental claims.  Silver Falcon considers its coverage adequate for our current operations.  Silver Falcon expects to increase its insurance coverage when it begins mining ore from the interior of War Eagle Mountain.

Complying with Environmental and Other Government Regulations Could Be Costly and Could Negatively Impact Silver Falcon’s Production, Which Would Adversely Impact Our Royalty Revenues from Silver Falcon.

The mining business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of any facilities on War Eagle Mountain, the discharge of materials into the environment and other environmental protection issues. Such laws and regulations may, among other potential consequences, require that any operator of mining operations on War Eagle Mountain acquire permits before commencing operations and restrict the substances that can be released into the environment with mining and production activities.

Under our lease of War Eagle Mountain to Silver Falcon, Silver Falcon is primarily responsible for compliance with all laws and regulations applicable to the mining operations.  However, to the extent that Silver Falcon violates laws and regulations, and is financially unable to satisfy any damages or claims arising out of its violations, we could be liable for those damages or claims, which may include claims for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties.  Prior to commencement of mining operations by Silver Falcon, we may secure limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time.  However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

Risks Related to Our Casino Equipment Operations

We are affected by the risks faced by foreign casino owners because they are our customers.

Our casino customers are engaged in economically sensitive, highly cyclical and competitive businesses. As a result, we are indirectly affected by all the risks facing foreign casino owners, which are beyond our control. Our results of operations depend, in part, on the financial strength of our customers and our customers’ ability to compete effectively in the marketplace and manage their risks. These risks include, among others:

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·

Casinos are particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy.  Consumer demand for hotel/casino resorts, trade shows and conventions and for luxury amenities is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or corporate spending on conventions and business travel could be driven by many factors, such as: perceived or actual general economic conditions; any further weaknesses in the job or housing market, additional credit market disruptions; high energy, fuel and food costs; the increased cost of travel; the potential for bank failures; the weakened job market; perceived or actual disposable consumer income and wealth; fears of recession and changes in consumer confidence in the economy; or fears of war and future acts of terrorism. These factors could reduce consumer and corporate demand for the luxury amenities and leisure activities of our customers, thus imposing additional limits on pricing and harming our operations.

·

Casinos are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may have an adverse effect on their business, financial condition, results of operations or cash flows. Casinos are required to obtain and maintain licenses from the jurisdictions in which they operate in order to engage in business, and are subject to extensive background investigations and suitability standards. In some cases, a casino license may be subject to revocation at any time by government officials.  There can be no assurance that our casino customers will be able to obtain new licenses or renew any of their existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of their licenses could have a material adverse effect on their our business, financial condition, results of operations or cash flows.

·

Casinos are Subject to Anti-Money Laundering Laws.  Our casino customers deal with significant amounts of cash in their operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of their properties, employees, customers could have a material adverse effect on their financial condition, results of operations or cash flows.

·

Casinos are sensitive to the willingness of customers to travel. Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our casino customers’ facilities, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

·

Casinos are dependent on the willingness of their customers to travel. Only a small amount of our customer’s business is and will be generated by local residents. Most of their customers travel to reach their properties. Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customer visits to our customers’ properties. Regional conflicts could have a similar effect on domestic and international travel. Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have an adverse effect on our customers’ financial condition, results of operations or cash flows.

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·

Win rates for casinos’ gaming operations depend on a variety of factors, some beyond their control, and the winnings of their gaming customers could exceed their casino winnings. The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors, including players’ skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played and the amount of time played. Our customers’ gaming profits are mainly derived from the difference between their casino winnings and the casino winnings of their gaming customers. Since there is an inherent element of chance in the gaming industry, our customers do not have full control over our winnings or the winnings of their gaming customers. If the winnings of their gaming customers exceed their winnings, they may record a loss from gaming operations, which could have a material adverse effect on their business, financial condition, results of operations and cash flows.

·

Casinos face the risk of fraud and cheating. Our casino customers’ face attempts by their customers to commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with a casino’s employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses to our customers gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our customers’ reputations, potentially causing a material adverse effect on their business, financial condition, results of operations and cash flows.

Because we are currently dependent primarily upon our properties in three markets for all of our cash flow, we are subject to greater risks than competitors with more operating properties or that operates in more markets.

We currently do not have material casino equipment operations other than our Columbian equipment. As a result, we are primarily dependent upon our Columbian equipment for all of our cash flow.

Given that our operations are currently conducted only in Columbia, we are subject to greater degrees of risk than competitors with more operating properties or that operates in more markets. The risks to which we will have a greater degree of exposure include the following:

·

local economic and competitive conditions;

·

inaccessibility due to inclement weather, road construction or closure of primary access routes;

·

decline in air passenger traffic due to higher ticket costs or fears concerning air travel;

·

changes in local and state governmental laws and regulations, including gaming laws and regulations;

·

natural or man-made disasters, or outbreaks of infectious diseases;

·

a decline in the number of visitors to San Andres Isla, Columbia.

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Changes in tax laws and regulations could impact our financial condition and results of operations.

We are subject to taxation and regulation by various government agencies, primarily in Columbia and the U.S. (federal, state and local levels). From time to time, U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation. In particular, government agencies may make changes that could reduce the profits that we can effectively realize from our non-U.S. operations. Like most U.S. companies, our effective income tax rate reflects the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates. If changes in tax laws and regulations were to significantly increase the tax rates on non-U.S. income, these changes could increase our income tax expense and liability, and therefore, could have an adverse effect on our effective income tax rate, financial condition and results of operations.

Disruptions in the financial markets could have an adverse effect on our ability to raise additional financing.

To expand our casino equipment leasing business, we will need to finance the purchase of new casino equipment.  We currently do not have any arrangements to obtain loan or equity capital to finance new equipment purchases, and if we do not obtain such capital we may be unable to expand our operations.  

Severe disruptions in the commercial credit markets in the recent past have resulted in a tightening of credit markets worldwide. Liquidity in the global credit markets was severely contracted by these market disruptions, making it difficult and costly to obtain new lines of credit or to refinance existing debt. The effect of these disruptions was widespread and difficult to quantify. While economic conditions have recently improved, that trend may not continue and the extent of the current economic improvement is unknown. Any future disruptions in the commercial credit markets may impact liquidity in the global credit market as greatly, or even more, than in recent years.

Our business and financing plan may be dependent upon completion of future financings. If the credit environment worsens, it may be difficult to obtain any additional financing on acceptable terms, which could have an adverse effect on our ability to complete our remaining planned development projects, and as a consequence, our results of operations and business plans. Should general economic conditions not improve, if we are unable to obtain sufficient funding or applicable government approvals such that completion of our planned projects is not probable, or should management decide to abandon certain projects, all or a portion of our investment to date in our planned projects could be lost and would result in an impairment charge.

Our Lessees are Subject to Currency Risks.  

Our casino equipment lease provides for lease payments in U.S. dollars, while our lessee conducts business in Columbian Pesos.  Accordingly, our lessee’s ability to make lease payments is subject to our lessee’s ability to convert Columbian Pesos into U.S. dollars.  As a result, our lessee’s ability to make lease payments is subject to fluctuations in the exchange rate of the Columbian Peso against the U.S. dollar, as well as local laws and regulations which may limit or impair a Columbian person or entity’s ability to convert Columbian Pesos to U.S. dollars.

Our Legal Rights and Remedies are Uncertain In the Event of a Default by a Lessee.

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In the event we are required to take any legal action under a lease of our casino equipment, such as to repossess our equipment, or we would be required to do so in the courts, and under the laws, of the country where the equipment is located.  The legal systems of foreign countries may not allow for the repossession of equipment as quickly and cost-effectively as in the U.S., with the result that the Company may face greater delays and expense in exercising any rights under its leases.  As a result, losses as a result of a default by a lessee may be greater than otherwise would be the case.

Our Major Shareholders Have A Material Conflict of Interest With Respect To Our Casino Equipment Lease to VONBLOM & & POMARE S.A.

Our casino equipment is currently leased under a master lease to VONBLOM & POMARE, S.A., which is controlled by Julios Kosta.  Mr. Kosta is our largest single shareholder, controlling 22,009,438 shares or common stock, or 22.7% of our common stock as of March 28, 2014.  Mr. Kosta is not an officer or director, but he has a paid consultant to us.  To the extent issues arise between VONBLOM & POMARE, S.A. and us under the lease, and any resolution will not be on arms-length terms.

Risks Related to Our Common Stock and Company

Our Officers And Directors Have Voting Control Over Us, And Outside Shareholders Will Have Little Voice In Management.

Our Directors currently control us by virtue of their control of the majority of our Common Stock. As of March 28, 2014, our Directors combined control 29,769,747 shares of Common Stock, which is 30.7% of the outstanding Common Stock, which is likely sufficient to control the outcome of any shareholder vote.

There Is A Limited Market For Our Common Stock.

The trading market for our common stock is limited.  Our common stock is eligible for trading on the OTC Bulletin Board, but is not eligible for trading on any national or regional securities exchange or the Nasdaq National Market.  A more active trading market for our common stock may never develop, or if such a market develops, it may not be sustained.

Our Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·

that a broker or dealer approve a person's account for transactions in penny stocks; and

·

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

·

obtain financial information and investment experience objectives of the person; and

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·

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·

sets forth the basis on which the broker or dealer made the suitability determination; and

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We Will Incur Significant Costs As A Result Of Operating As A Public Company. We May Not Have Sufficient Personnel For Our Financial Reporting Responsibilities, Which May Result In The Untimely Close Of Our Books And Record And Delays In The Preparation Of Financial Statements And Related Disclosures.

As a registered public company, we will experience an increase in legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, has imposed various requirements on public companies, including requiring changes in corporate governance practices.  Our management and other personnel need to devote a substantial amount of time to these compliance initiatives.  Moreover, these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly.

If we are not able to comply with the requirements of Sarbanes-Oxley Act, or if we or our independent registered public accounting firm identifies additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC and other regulatory authorities.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

A description of our mining properties is included in Item 1. Description of Business and is incorporated herein by reference.

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We lease office space at 1001 3^rd Avenue West, Suite #430, Bradenton, FL 34205, under a lease that runs from August 15, 2013 to August 14, 2015 at a rate of $546 per month for the first 12 months and $560 per month for the second 12 months. We share the cost of the lease with Silver Falcon equally.

We believe that we have satisfactory title to the properties owned and used in our business, subject to liens for taxes not yet payable, liens incident to minor encumbrances, liens for credit arrangements and easements and restrictions that do not materially detract from the value of these properties, our interests in these properties, or the use of these properties in our business. We believe that our properties are adequate and suitable for us to conduct business in the future.  

ITEM 3. LEGAL PROCEEDINGS.

In August 2010, Richard Corrigan, acting as a debtor in possession in his personal bankruptcy case, filed an adversary proceeding against us to recover amounts due under a consulting agreement dated July 1, 2009.  The consulting agreement provided that Mr. Corrigan would provide certain consulting, mapping and assaying services on three lode claims owned by us on War Eagle Mountain.  The consulting agreement provided that Mr. Corrigan’s compensation would be a bonus of 150,000 shares of common stock, valued by mutual agreement at approximately $150,000, and monthly consulting payments of $5,000 per month. The consulting agreement also provided that Mr. Corrigan was entitled to monthly transportation expenses of $250 per month. We terminated Mr. Corrigan on December 8, 2009 for nonperformance.  In 2011, Mr. Corrigan’s filed a Chapter 7 case. In November 2011, Mr. Corriganorrigan was entitled to monthly transportation expenses of $250 per month. We terminated Mpter 7 trustee seeks recovery of the alleged $150,000 bonus and the balance of the unpaid consulting fees and travel expense allowance of $60,900, for a total of $210,900, plus interest and attorney seeks re

On June 19, 2013, the Company learned that the District Court for the Third Judicial District of the State of Idaho for the County of Owyhee entered a default judgment against the Company in the case. The default judgment grants a judgment against the Company in the amount of $284,449.  The Company retained new counsel who filed a motion to vacate the default judgment.  On September 19, 2013, the court entered a memorandum opinion setting aside the default judgment.  As a result, the Company plans to continue defending the action vigorously.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

On November 23, 2009, our common stock began to trade on the OTC Bulletin Board under the symbol “GHDC.”  The following table summarizes the low and high prices for our common stock for each of the calendar quarters of 2012 and 2013.

*Share prices have been adjusted to give effect to a 1 for 10 reverse stock split that was effective on March 6, 2014

 

 

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There were 103 shareholders of record of the common stock as of December 31, 2013. This number does not include an indeterminate number of shareholders whose shares are held by brokers in “street name.”  

Our common stock is subject to rules adopted by the Securities and Exchange Commission ("Commission") regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor, but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson the investor is working with and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

Dividend Policy

We have not declared any cash dividends on our Common Stock during our fiscal years ended on December 31, 2013 or 2012.  Our Board of Directors has made no determination to date to declare cash dividends during the foreseeable future, but is not likely to do so.  There are no restrictions on our ability to pay dividends.

Securities Issued in Unregistered Transactions

During the quarter ended December 31, 2013, we did not issue any shares of common stock in unregistered transactions:

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2013, we did not purchase any shares of our common stock.

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ITEM 6. SELECTED FINANCIAL DATA.

Because we are a smaller reporting company, we are not required to provide the information called for by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Disclosure Regarding Forward Looking Statements

This Annual Report on Form 10-K includes forward looking statements (“Forward Looking Statements”). All statements other than statements of historical fact included in this report are Forward Looking Statements. In the normal course of our business, we, in an effort to help keep our shareholders and the public informed about our operations, may from time-to-time issue certain statements, either in writing or orally, that contain or may contain Forward-Looking Statements. Although we believe that the expectations reflected in such Forward Looking Statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by us, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of our operations are subject to a number of uncertainties, risks and other influences, many of which are outside of our control and any one of which, or a combination of which, could materially affect the results of our proposed operations and whether Forward Looking Statements made by us ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from our expectations are disclosed in this report, including those factors discussed in “Item 1A. Risk Factors.” All prior and subsequent written and oral Forward Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from our expectations as set forth in any Forward Looking Statement made by or on behalf of us.

Overview

On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock.  We acquired a 100% interest in 103 acres, and a 29.166% interest in 76.63 acres.  We also leased five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covers approximately 20 acres, or approximately 100 acres in total.  Subsequently, as a result of a survey we allowed our original claims to lapse, and reapplied for new lode claims that are better oriented in the direction of the three veins in the mountain. As a result, we now own 14 unpatented lode claims covering 262.85 acres.

On October 11, 2007, we entered into a lease of our mineral rights to Silver Falcon, which is responsible for all mining activities on War Eagle Mountain.  We are entitled to annual lease payments of $1,000,000, payable on a monthly basis, a monthly nonaccountable expense reimbursement of $10,000 during any month in which ore is mined from the leased premises, and a net royalty of 15% of all amounts paid to Silver Falcon from the processing of ore mined from tailing piles on the premises or through shafts or adits located on the premises.  The lease initially provided that lease payments must commence April 1, 2008.  Because Silver Falcon was unable to commence operations according to its original schedule, we agreed to extend the commencement date several times, to January 1, 2012, and extended the lease term by an equal amount each time.  The lease as extended expires on October 1, 2026, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000.

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To date, Silver Falcon’s operations have consisted of processing tailings left on the mine site from prior mining operations.  Silver Falcon has constructed a milling operation at the base of the mountain, and is in the process of constructing a metallurgical lab to further process concentrate produced in its milling operation.  Silver Falcon has also made substantial capital improvements to the mountain and roads.  Before Silver Falcon begins mining raw ore from the mountain, it will need to complete a confirmation phase designed to locate and prove up reserves in the mountain in order to develop a comprehensive plan for the full development of the mine site. Later, after Silver Falcon completes a confirmation program to prove up and locate reserves on the property, and make further capital improvements to the mine site, it plans to begin mining and processing raw ore.

Our revenue, profitability, and future growth rate of our mining property operations depend substantially on factors beyond our control, including primarily Silver Falcon’s success in the commencement of mining operations on our properties, as well as economic, political, and regulatory developments and fluctuations in the market prices of minerals processed from ore derived from our properties.

On September 19, 2013, our wholly-owned subsidiary entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post-split).  Closing was conditioned on our completion of a 1 for 10 reverse stock split, among other things.  The equipment includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc. We completed the reverse split in March 2014, and completed the purchase on March 6, 2014.  Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option.

Our revenue, profitability, and future growth rate of our gaming equipment operations depend substantially on factors within and beyond our control, including primarily our ability to control expenditures abroad and the quality of service on our leased equipment, as well as local economic, and political fluctuations as well as the international tourist interest while on vacation.

Results of Operations

Fiscal Years ended December 31, 2013 and 2012

We are in the exploration stage but have generated revenues of $1,000,000 in the year ended December 31, 2013 and 2012.  Revenues consisted of lease payments of $1,000,000 from Silver Falcon.

We reported losses from operations during the years ended December 31, 2013 and 2012 of ($7,019,876) and ($1,273,678), respectively, an increase of $4,799,102.  The increased operating loss in 2013 as compared to 2012 was largely attributable to an increase in stock compensation expense of $5,821,630 offset by a decrease in consulting fees of $93.  Compensation expense increased as a result of accruals for compensation related to the equipment acquisition transaction, which closed in March 2014, at which time the accrued compensation was paid in full.

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We reported a net loss during the years ended December 31, 2013 and 2012 of ($7,019,876) and ($2,220,774), respectively.  The increased net loss in 2013 as compared to 2012 was largely attributable to a higher loss from operations in fiscal 2013, offset by a one-time debt conversion expense in 2012 of $947,096.

Liquidity and Sources of Capital

The following table sets forth the major sources and uses of cash for the twelve months ended December 31, 2012 and 2013:

	Fiscal Year ended December 31,
	2012		2013
Net cash provided by (used) in operating activities	$            (276)		$       (2,522)
Net cash provided by (used) in investing activities	-		-
Net cash provided by (used) in financing activities	-		3,000
Net (decrease) increase in unrestricted cash and cash equivalents	$            (276)		$             478

Comparison of 2012 and 2013

In the year ended December 31, 2012 and 2013, we financed our operations primarily through the issuance of common stock and options for services and the deferral of salaries and lease payments from Silver Falcon.

Operating activities (used) provided ($276) of cash in 2012, as compared to ($2,522) of cash used in 2013.  Major non-cash items that affected our cash flow from operations in 2012 was $158,760 for the value of common stock issued for compensation and services.  Our operating assets and liabilities supplied $727,585 of cash, most of which resulted from an increase in due to related party of $716,083.

Major non-cash items that affected our cash flow from operations in 2013 were $1,526,704 for the value of common stock issued for compensation, and $49,251 for the value of options issued for compensation.  Our operating assets and liabilities provided $5,441,399)of cash, most of which resulted from an increase in accrued compensation of $6,045,973 offset by a decrease in due to related party of ($657,920).

Investing activities and Financing activities were zero in 2012 and 2013.

Liquidity

Our balance sheet as of December 31, 2013 reflects current assets of $38,476, current liabilities of $6,663,251, and a working capital deficit of ($6,624,775).  However, most of our current liabilities consist of accrued compensation that was paid with shares of our common stock in March 2014.

We have executed a lease agreement with Silver Falcon, which provides for an annual lease payment of $1,000,000 payable in monthly installments, and a royalty equal to 15% of the proceeds of any ore mined from tailing piles or through shafts or adits located on our property on War Eagle Mountain.  We are dependent on the deferral of salaries by our management, the issuance of shares of our common stock for services, the issuance by Silver Falcon of its common stock to our officers to pay their salaries, and on loans from Silver Falcon, our officers and a significant shareholder to pay other administrative expenses.    

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Going Concern

Our financial statements have been presented on the basis that we continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, we incurred a net operating loss in the years ended December 31, 2013 and 2012.  These factors create an uncertainty about our ability to continue as a going concern.   Our ability to continue as a going concern is dependent on the success of our plans.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2 of Notes to Financial Statements. At this time, we are not required to make any material estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue, and expenses. However, as we begin actual mining operations, we may be required to make estimates and assumptions typical of other companies in the mining business.  

For example, we will be required to make critical accounting estimates related to future metals prices, obligations for environmental, reclamation, and closure matters, mineral reserves, and accounting for business combinations.  The estimates will require us to rely upon assumptions that were highly uncertain at the time the accounting estimates are made, and changes in them are reasonably likely to occur from period to period.  Changes in estimates used in these and other items could have a material impact on our financial statements in the future.

Our estimates will be based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK.  

Because we are a smaller reporting company, we are not required to provide the information called for by this Item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by Article 8 of Regulation S-X are attached hereto as Exhibit A.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

During the two fiscal years ended December 31, 2012, we have not filed any Current Report on Form 8-K reporting any change in accountants in which there was a reported disagreement on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure.

ITEM 9A. CONTROLS AND PROCEDURES.

Management’s Report on Internal Control over Financial Reporting and Remediation Initiatives

Evaluation of Disclosure Controls and Procedures

Pierre Quilliam, our chief executive officer, and Thomas C. Ridenour, our chief financial officer, are responsible for establishing and maintaining our disclosure controls and procedures.  Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2013.  Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, such controls and procedures were effective.  

Changes in internal controls

There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting.  As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our principal executive officer and principal financial officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2013 we conducted an evaluation, under the supervision and with the participation of our chief executive officer (our principle executive officer), our chief operating officer and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework.  Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.  

A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.  Based upon this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2013.  

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

ITEM 9A (T). CONTROLS AND PROCEDURES.

None.

 

34

 

 

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Listed below are the directors and executive officers of the Company.

Name	Age	Present Positions with Company
Pierre Quilliam	75	Chairman and Chief Executive Officer
Allan Breitkreuz	46	Executive Vice President and Director
Denise Quilliam	75	Secretary and Director
Thomas C. Ridenour	52	Chief Financial Officer and Director
Lew Georges	60	Director
Paul Parliament	47	Director

 

 

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The following information sets forth the backgrounds and business experience of the directors and executive officers.

Pierre Quilliam has served as our chief executive officer and a member of our board since November 11, 2003.  In addition to his services as our office and director, Mr. Quilliam has been a director and officer of Silver Falcon Mining, Inc., f/k/a Dicut, Inc. since 2001.  From 1975 to 1980, Mr. Quilliam established and operated Outico, Ltd., a reseller of industrial tools and equipment.  From 1980 to the present, Mr. Quilliam has established and managed numerous companies in various capacities, including finance, consulting, accounting and management.

Allan Breitkreuz has served as a member of our board since 2005, and as our Vice President of Finance and Development since September 9, 2006.  In addition to his services as our officer and director, Mr. Breitkreuz has been a director of Silver Falcon since November 1, 2008.  From 2002 to 2008, Mr. Breitkreuz was an officer and director of Warner International Networks and Extend a Pop, which provided dial up internet access.   Mr. Breitkreuz majored in commercial and business financial administration at Brock University in Ontario, Canada, but did not receive a degree.

Denise Quilliam has served as a member of our board since September 2010.  On July 1, 2009, Ms. Quilliam became our corporate secretary.  In addition to her services as an officer and director, Ms. Quilliam has been an officer and director of Silver Falcon since October 30, 2007. Other than her employment with us, Ms. Quilliam serves as a director of four private Canadian companies involved in real estate and finance, but has otherwise not been employed during the last five years. Ms. Quilliam received a B.S. degree in Teaching from the Ignace Bourget College in Quebec in 1957.  

Thomas C. Ridenour has been our Chief Financial Officer since June 2010 and a director since October 16, 2011. Mr. Ridenour has been a principal of Ridenour and Associates, LLC, an accounting consulting firm providing CFO services to small public and private companies, since 2002.  From 2000 to 2002, Mr. Ridenour served as Senior Vice President and Chief Financial Officer of HealthWatch, Inc., a software technology company.  Prior to joining HealthWatch, Mr. Ridenour served as Senior Vice President and Chief Financial Officer of Nationwide Credit, Inc., a receivables management company, from 1998 to 2000. From 1983 to 1998, Mr. Ridenour served in various financial management roles at American Security Group, a financial services company, Primerica Financial Services, Inc., a financial services company, and Southmark Corporation, a real estate service and development company.  Mr. Ridenour is also chief financial officer of Silver Falcon Mining, Inc. Mr. Ridenour is a CPA and holds a B.S. Accounting degree from the University of South Carolina.

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Lewis Georges has been a member of our board since July 2010.  Mr. Georges has over 31 years combined experience in both the investment and commercial real-estate industries. He is an Executive Vice-president of Investments for Davenport & Company, LLC, where he actively manages millions of dollars for individuals, corporations, non-profit organizations and 401(K) retirement plans. He is the main principal of a real estate development company where he owns and rents commercial real-estate space. He has strong business acumen and experiences and has been actively involved in numerous non-profit charities in the Norfolk, Virginia area.  Mr. Georges received a B.S. in Management from Virginia Commonwealth University and maintains a Series 7 Broker’s license with FINRA (Financial Industry Regulatory Authority).

Paul Parliament has been a member of our board since October 2012. For the last five years, Mr. Parliament has served as president of The Parliament Corporation and The Parliament Apartment Corporation, which is in the real estate business. Mr. Parliament has 28+ years as a successful real estate developer, and as President of “Marsadi Layne Properties, Inc.,” “The Parliament Corporation,” “P.D.P Developments, Inc.,” and “The Parliament Apartment Corporation,” Mr. Parliament has a vast knowledge of property acquisitions, corporate finance, planning, permitting, staffing, and management.

Mr. and Ms. Quilliam are married to each other.

Except as disclosed above, none of the above directors and executive officers have been involved in any legal proceedings as listed in Regulation S-K, Section 401(f).

Board of Directors

Our board currently consists of six directors.  There have been no material changes to the procedures by which security holders may recommend nominees to the board of directors.

Board Committees

We do not have an audit, nominating or compensation committee.  We intend, however, to establish an audit committee and a compensation committee of our Board of Directors in the future, once we have independent directors. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditor, evaluating our accounting policies and our system of internal controls. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.  

We do not have an audit committee financial expert on our board because we do not have any independent directors.

Code of Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics, which was previously filed as Exhibit 14 to our Annual Report on Form 10-K filed July 17, 2009.

Section 16(a) Beneficial Ownership Reporting Compliance

For the year ended December 31, 2013, the following officers, directors and beneficial owners failed to file the following Forms 4 or 5 on a timely basis:  

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·

Pierre Quilliam, Christian Quilliam, Thomas C. Ridenour and Allan Breitkreuz failed to file a timely Form 4 with respect to Common stock that they received as compensation; however, all filed a Form 5 reporting those transactions.

·

Lew Georges and Paul Parliament were appointed directors on May 1, 2013, and have not filed a Form 3.   However, neither individual owned any shares of our common stock in 2013.

 

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation earned by our named Executive Officers during the last two fiscal years and other officers who received compensation in excess of $100,000 during any of the last two fiscal years. In accordance with Item 402(a)(5), we have omitted certain columns from the table required by Item 402(c).

Summary Compensation Table

(1)

For 2013, the salary for each named executive is based on the amount of salary payable under employment agreements dated January 1, 2013.  We issued Pierre Quilliam, Christian Quilliam Allan Breitkreuz and Thomas C. Ridenour 14,244,724 shares, 11,081,207 shares, 10,024,463 shares and 11,567,294 shares of our Common Stock, respectively for their salary and payroll taxes. In addition, Silver Falcon issued to Pierre Quilliam, Christian Quilliam Allan Breitkreuz and Thomas C. Ridenour 4,093,089 shares, 3,009,418 shares, 1,811,662 shares and 3,085,831 shares of its Class A Common Stock, respectively for their salary.

 

 

38

 

 

For 2012, the salary for each named executive is based on the amount of salary payable under employment agreements dated January 1, 2012.  Pierre Quilliam, Denise Quilliam, Christian Quilliam Allan Breitkreuz and Thomas C. Ridenour received all of their salary and payroll taxes in multiple issuances of shares of Class A Common Stock by Silver Falcon.  We did not issue any shares to our Officers and Directors for the year 2012.  The salary for each named executive is based on the amount of salary payable under employment agreements dated January 1, 2013, and was paid by the issuance of shares of Class A Common Stock to the executive by Silver Falcon.   

(2)

In 2013, the board approved stock grants of shares of Common Stock for Pierre Quilliam, Christian Quilliam Allan Breitkreuz and Thomas C. Ridenour of 11,812,500 shares, 8,062,500 shares, 1,500,000 shares and 8,062,500 shares, respectively.  All shares were valued at $0.02 per share, which was the market price on the date of issuance.  All shares were granted as deferred compensation subject to a one year vesting requirement.

In 2012, the board approved stock grants of shares of Class A Common Stock for Pierre Quilliam, Christian Quilliam and Thomas C. Ridenour.  All shares were issued by Silver Falcon on our behalf.

(3)

In 2012, the option awards to Pierre Quilliam, Denise Quilliam, Christian Quilliam, Allan Breitkreuz and Thomas C. Ridenour consisted of 7,500,000 options each to purchase Common Stock.  The options have an exercise price of $0.0153 per share, a ten year term, and are subject to a one year vesting period.  

In 2013, no option awards were granted.

(4)

In 2012, “All Other Compensation” includes shares of Common Stock issued to each of Pierre Quilliam, Denise Quilliam, Christian Quilliam, Allan Breitkreuz and Thomas C. Ridenour, for serving on the board of directors and additional compensation to cover payroll taxes on base compensation.  All shares were issued by Silver Falcon on our behalf.

In 2013, “All Other Compensation” includes shares issued to Pierre Quilliam, Christian Quilliam Allan Breitkreuz and Thomas C. Ridenour to compensate them for payroll taxes valued at $122,606, $94,313, $79,223, and $105,563, respectively.  All shares are included in the issuances discussed on item (1).  

(5)

The value of stock and options reported for each named executive is the amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with ASC Topic 718.

 

 

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We did not grant any stock options or stock appreciation rights to our named executive officers in the last fiscal year. We did not make any award to any named executive officer under any long-term incentive plan in the last fiscal year. We did not reprice any options or stock appreciation rights during the last fiscal year.

Outstanding Equity Awards at Fiscal Year-End

	Option Awards					Stock Awards
Name (a)	Number of Securities Underlying Unexercised options (#) (b)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date ($) (f)	Number of Shares or Units of Stock that have not Vested (#) (g)	Market Value of Shares of Units of Stock that Have not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($) (j)
Pierre Quilliam	3,000,000 7,500,000 7,500,000	-- -- --	-- -- --	0.057 0.033 0.0153	12/20/2020 12/30/2021 12/10/2022	-- -- --	-- -- --	-- -- --	-- -- --
Denise Quilliam	2,000,000 3,750,000 7,500,000	-- -- --	-- -- --	0.057 0.033 0.0153	12/20/2020 12/30/2021 12/10/2022	-- -- --	-- -- --	-- -- --	-- -- --
Christian Quilliam	2,000,000 7,500,000 7,500,000	-- -- --	-- -- --	0.057 0.033 0.0153	12/20/2020 12/30/2021 12/10/2022	-- -- --	-- -- --	-- -- --	-- -- --
Thomas C. Ridenour	2,000,000 7,500,000 7,500,000	-- -- --	-- -- --	0.057 0.033 0.0153	12/20/2020 12/30/2021 12/10/2022	-- -- --	-- -- --	-- -- --	-- -- --
Allan Breitkreuz	2,000,000 7,500,000 7,500,000	-- -- --	-- -- --	0.057 0.033 0.0153	12/20/2020 12/30/2021 12/10/2022	-- -- --	-- -- --	-- -- --	-- -- --

*All of the foregoing options were cancelled on March 6, 2014 for nominal consideration.

 

 

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Employment Agreements

We have an employment agreement with Mr. Pierre Quilliam dated September 1, 2013 and with Mr. Thomas Ridenour dated October 1, 2013. We are accruing compensation for all officers at the rate specified in employment agreements or based on 2012 agreements for officers without current agreements.

Director Compensation

The compensation of all of our directors is reported in the Summary Compensation Table above.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information, as of March 28, 2014, with respect to the beneficial ownership of our common stock by (i) all of our directors, (ii) each of our executive officers named in the Summary Compensation Table, (iii) all of our directors and named executive officers as a group, and (iv) all persons known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities.

 

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Julios Kosta (2) 30 West Beaver Creek Rd., Unit 105 Richmond Hill Ontario L4B 3K1 Canada	22,009,438	22.7%
Pierre Quilliam (3)(10)	12,908,860	13.3%
New Vision Financial, Ltd. 60 Market Square, P.O. Box 364 Belize City, Belize	10,548,146	10.9%
Christian Quilliam (4)(10)	7,708,818	7.9%
Jack Frydman78 Venice Crescent, Thornhill Ontario, L4J 7T1 Canada	7,420,791	7.6%
Tom Ridenour (5)(10)	7,159,371	7.4%
Allan Breitkreuz (6)(10)	4,559,622	4.7%
Denise Quilliam (7)(10)	4,291,894	4.4%
Lewis Georges (8)(10)	550,000	0.6%
Paul Parliament (9)(10)	550,000	0.6%
All Officers and Directors as a Group	29,769,747	30.7%

 

 

 

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(1)

Based upon 97,046,048 shares issued and outstanding as of March 28, 2014.

(2)

Julios Kosta’s shares include 7,420,791 shares owned outright and 14,588,647 shares owned by Game Touch, LLC.

(3)

Pierre Quilliam’s shares include 7,808,860 shares owned outright, 5,050,000 shares owned by Bisell Investments, Inc., a company of which Mr. Quilliam is a director and president, and 50,000 shares owned by Silver Falcon.  Mr. Quilliam is an officer and director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity.  Mr. Quilliam’s shares do not include any shares owned by Denise Quilliam, who is his spouse.

(4)

Christian Quilliam’s shares include 5,635,568 shares owned outright, 2,023,250 owned by Q-Prompt, a company he controls, and 50,000 shares owned by Silver Falcon.  Mr. Quilliam is an officer and director of Silver Falcon and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity.

(5)

Thomas C. Ridenour’s shares include 7,109,371 shares owned outright, 50,000 shares owned by Silver Falcon.  Mr. Ridenour is an officer and director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity.

(6)

Allan Breitkreuz’s shares include 4,509,622 shares owned outright, and 50,000 shares owned by Silver Falcon.  Mr. Breitkreuz is an officer and director of Silver Falcon and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity.

(7)

Denise Quilliam’s shares include 4,241,894 shares owned outright, and 50,000 shares owned by Silver Falcon.  Ms. Quilliam is an officer and director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity. Ms. Quilliam’s shares do not include any shares owned by Pierre Quilliam, who is her spouse.

(8)

Lewis Georges shares include 500,000 shares owned outright, and 50,000 shares owned by Silver Falcon.  Mr. Georges is a director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity.

(9)

Paul Parliament shares include 500,000 shares owned outright, and 50,000 shares owned by Silver Falcon.  Mr. Parliament is a director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity.

(10)

1001 3^rd Avenue West, Suite 430, Bradenton, Florida 34205.

 

 

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Equity Compensation Plan Information

The following table provides information as of December 31, 2013 about our outstanding compensation plans under which shares of stock have been authorized:

 

 

 

43

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Lease Transactions with Silver Falcon

On October 11, 2007, we entered into a lease agreement with Silver Falcon, under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon.  Silver Falcon is responsible for all mining activities on our land, and we are entitled to annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from our property, and a royalty of 15% from any net proceeds payable to Silver Falcon by the refiner of ore produced from tailing piles on the premises or through shafts or adits located on the premises.  The lease initially provided that lease payments must commence April 1, 2008.  Because Silver Falcon was unable to commence operations according to its original schedule, we agreed to extend the commencement date several times, to July 1, 2010.  

In the first quarter of 2011, we amended the above-described lease with Silver Falcon.  The amendment provided that the annual lease payments would be deferred for a fifteen month period from October 2010 to December 2011, and the term of the Lease would be extended for an equal amount of time.  The lease as extended expires on October 1, 2026, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000.  All of our officers and directors are also officers and directors of Silver Falcon.

Loan Transactions with New Vision Financial, Ltd.

From time to time we have borrowed funds from New Vision Financial, Ltd. (“New Vision”).  The loans have been made pursuant to promissory notes that bear interest at 7% per annum, and are convertible into common stock at $0.03 per share.  New Vision converted the loans into Common Stock in 2010.  On October 1, 2012, we issued New Vision 39,462,329 additional shares of Common Stock as additional consideration on the notes converted in November 2010.  The transaction was recorded as debt conversion expense.

Loan Transactions with Silver Falcon

From time to time, we have borrowed money from Silver Falcon, and Silver Falcon has borrowed money from us.  The amounts are non-interest bearing, unsecured demand loans.  As of December 31, 2012, we were indebted to Silver Falcon in the amount of $1,187,282.  Most of the amount that we owed Silver Falcon is attributable to the value of shares of Class A Common Stock that Silver Falcon issued to our officers as payment of part of their salary for 2012.  As of December 31, 2013, we were indebted to Silver Falcon in the amount of $389,762.  

Loans from Bisell Investments, Inc.

During the year ended December 31, 2013, we borrowed $113,451 from Bisell Investments, Inc., a company controlled by Pierre Quilliam, our chief executive officer.  The loans are non-interest bearing, unsecured, demand loans.

 

 

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Review, Approval and Ratification of Related Party Transactions

The board of directors has responsibility for establishing and maintaining guidelines relating to any related party transactions between us and any of our officers or directors. Under our Code of Ethics, any conflict of interest between a director or officer and us must be referred to the non-interested directors for approval. We intend to adopt written guidelines for the board of directors which will set forth the requirements for review and approval of any related party transactions.  We do not currently have any independent directors.  Accordingly, this policy is currently held in abeyance.  We plan to reinstitute the policy when and if we have dis-interested directors.

Director Independence

Our common stock is currently quoted on the OTC Bulletin Board, or the OTCBB, and the OTCQB.  Since neither the OTCBB nor the OTCQB has its own rules for director independence, we use the definition of independence established by the NYSE Amex (formerly the American Stock Exchange).  Under applicable NYSE Amex rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

We periodically review the independence of each director. Pursuant to this review, our directors and officers, on an annual basis, are required to complete and forward to the Corporate Secretary a detailed questionnaire to determine if there are any transactions or relationships between any of the directors or officers (including immediate family and affiliates) and us. If any transactions or relationships exist, we then consider whether such transactions or relationships are inconsistent with a determination that the director is independent.  As this time, we do not have any independent directors.

Conflicts Relating to Officers and Directors  

To date, we do not believe that there are any conflicts of interest involving our officers or directors, other than as disclosed above.  With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

In the last two fiscal years ended December 31, 2012 and 2013, we have retained W.T. Uniack & Co. CPA's P.C. ("Uniack") as our principal accountants.  We understand the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our board has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and audit related services. We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. The board has adopted policies and procedures for pre-approving work performed by our principal accountants.  After careful consideration, the board has determined that payment of the audit fees is in conformance with the independent status of our principal independent accountants.

 

 

45

 

 

The following is a summary of the fees billed to the Company by Uniack for professional services rendered for the fiscal years ended December 31, 2012 and 2013:

Fee Category	Fiscal 2012 Fees		Fiscal 2013 Fees
Audit Fees	$     18,000		$     18,000
Audit-Related Fees	--		--
Tax Fees	--		--
All Other Fees	--		--
Total Fees	$     18,000		$     18,000

 

Audit Fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of our interim consolidated financial statements included in quarterly reports and services that are normally provided by Uniack in connection with statutory and regulatory filings or engagements.

Audit Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees".

Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.  

All Other Fees consist of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2013 or 2012.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)

List the following documents filed as a part of the report:

(1)

All financial statements:  Audited financial statements of GoldLand Holdings Co. as of December 31, 2013 and 2012, and for the years ended December 31, 2013 and 2012, including a balance sheet, statement of operations, statement of cash flows, and statement of changes in stockholders’ deficit

 

46

 

 

(2)

Those financial statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below:  none.

(3)

Those exhibits required by Item 601 of Regulation S-K (Section 229.601 of this chapter) and by paragraph (b) below.  Identify in the list each management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007 (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
3.2	By-Laws (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
3.3	Corrected Certificate of Amendment to Certificate of Incorporation filed October 5, 2010 (incorporated by reference to the Annual Report on Form 10-K filed March 31, 2011)
3.4*	Certificate of Amendment to Certificate of Incorporation filed February 3, 2014
4.1	Form of Common Stock certificate (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
10.1	Lease Agreement between Goldcorp Holdings Co. and Silver Falcon Mining, Inc., dated October 11, 2007 (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
10.2	Amendment to Lease between GoldLand Holdings Co. and Silver Falcon Mining, Inc., dated January 21, 2011 (incorporated by reference to the Form 8-K filed January 26, 2011)
10.3	Amendment to Amendment to Lease dated March 24, 2011 (incorporated by reference to the Annual Report on Form 10-K filed March 31, 2011)

47

10.4	2010 Employee, Consultant and Advisor Stock Compensation Plan (incorporated by reference to the Form S-8 filed December 20, 2010)
10.5	Form on Stock Payment Agreement (incorporated by reference to the Form S-8 filed December 20, 2010)
10.6	2010 Stock Option Plan (incorporated by reference to the Form S-8 filed December 20, 2010)
10.7	Form of Stock Option Agreement (incorporated by reference to the Form S-8 filed December 20, 2010)
10.8	Amendment to Lease dated April 12, 2013 (incorporated by reference to the Form 10-K filed April 16, 2013)
10.9	Amended Asset Purchase Agreement dated November 18, 2013 by and among Universal Entertainment SAS, Ltd., Game Touch, LLC, Claudia Cifuentes Robles, and Universal Entertainment SAS, Inc. ((incorporated by reference to the Form 8-K filed November 18, 2013)
10.10*	Lease Agreement between Universal Equipment SAS, Inc. and VOMBLOM & POMARE, S.A.
10.11*	Form of Consulting Agreement
10.12*	Employment Agreement with Pierre Quilliam dated September 1, 2013
10.13*	Employment Agreement with Thomas Ridenour dated October 1, 2013
11**	Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends
14	Code of Business Conduct and Ethics (incorporated by reference to the Annual Report on Form 10-K filed July 17, 2009)
21*	Subsidiaries of Registrant
23*	Consent of W.T. Uniack & Co. CPA's P.C.
31.1*	Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2*	Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1*	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*  

Filed herewith.

**

Included within financial statements.

48

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	GOLDLAND HOLDINGS CO.
Dated: April 15, 2014	/s/ Pierre Quilliam
	Pierre Quilliam, Chief Executive Officer
Dated: April 15, 2014	/s/ Thomas C. Ridenour
	By: Thomas Ridenour, Chief Financial Officer (principal financial and accounting officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and on the dates indicated.

Dated: April 15, 2014	/s/ Pierre Quilliam
	Pierre Quilliam, Chairman and Chief Executive Officer
Dated: April 15, 2014	/s/ Allan Breitkreuz
	Allan Breitkreuz, Director and Vice President of Finance
Dated: April 15, 2014	/s/ Denise Quilliam
	Denise Quilliam, Director and Secretary
Date: April 15, 2014	/s/ Thomas C. Ridenour
	By: Thomas Ridenour, Chief Financial Officer (principal financial and accounting officer)
Date: April 15, 2014	/s/ Lew Georges
	By: Lew Georges, Director
Date: April 15, 2014	/s/ Paul Parliament
	By: Paul Parliament, Director

49

EXHIBIT A

GOLDLAND HOLDINGS CO.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

WITH AUDIT REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

F-1

TABLE OF CONTENTS

F-2

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

GoldLand Holdings Co.

We have audited the accompanying balance sheet of GoldLand Holdings Co. (the “Company”) as of December 31, 2013 and 2012 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and changes in stockholders’ deficit and its cash flows for the years ended December 31, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

As discussed in Note 9 of the notes to the accompanying financial statements, the financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in the footnotes, the Company does not currently have any revenue is dependent on the deferral of salaries and loans from management and a shareholder to pay operating expenses.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ W.T. Uniack & Co. CPA's P.C.

W.T. Uniack & Co. CPA's P.C.

Woodstock, Georgia

April 11, 2014

F-3

GOLDLAND HOLDINGS CO.

BALANCE SHEET

DECEMBER 31, 2013 and 2012

ASSETS	2013		2012
Cash and cash equivalents	$                478		$            -
Due to related parties	-		-
Prepaid expenses	34,998		52,498
Other assets	3,000		3,000
Total current assets	38,476		55,498
Mining Properties (see Note 3)	360,000		360,000
Total Assets	$        398,476		$       415,498
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Accounts payable	$          106,316		$           70,470
Accrued compensation	6,045,973		-
Due to related party	510,962		1,168,882
Total current liabilities	6,663,251		1,239,352
Notes payable	3,000		-
Total liabilities	6,666,251		1,239,352
Stockholders' equity:
Preferred stock, 5,000,000 shares authorized	-		-
Common stock, par value $0.0001, 1,000,000,000 shares authorized, 39,828,881 and 31,860,460 shares issued and outstanding at December 31, 2013 and 2012, respectively	3,983		3,186
Additional paid in capital	12,201,959		10,626,801
Accumulated deficit	(18,473,717)		(11,453,841)
Total stockholders' deficit	(6,267,775)		(823,854)
Total Liabilities and Stockholders' Deficit	$       398,476		$         415,498

 

See accompanying notes to financial statements

F-4

GOLDLAND HOLDINGS CO.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

See accompanying notes to financial statements.

 

F-5

 

GOLDLAND HOLDINGS CO.

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

 

See accompanying notes to financial statements.

F-6

GOLDLAND HOLDINGS CO.

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

 

See accompanying notes to financial statements

F-7

GOLDLAND HOLDINGS CO.

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012

(continued)

 

See accompanying notes to financial statements

F-8

GOLDLAND HOLDINGS CO.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

GoldLand Holdings, CO, (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989.  On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp.  On August 7, 2007, the company’s name was changed to GoldCorp Holdings Co.  On October 15, 2010, our name was changed to GoldLand Holdings Co.

The Company owns land and lease claims on War Eagle Mountain in the state of Idaho.  The Company has entered into a lease agreement with Silver Falcon Mining, Inc. (“Silver Falcon”) under which Silver Falcon is entitled to mine the land and the Company is entitled to a 15% net royalty on all minerals extracted by Silver Falcon from tailing piles on the premises or through shafts or adits located on the premises.

On September 19, 2013, our wholly-owned subsidiary entered into an asset purchase agreement to acquire certain gaming equipment from Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, for 17,450,535 shares of our common stock (post-split).  Closing was conditioned on our completion of a 1 for 10 reverse stock split, among other things.  The equipment includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc. We completed the reverse split in March 2014, and completed the purchase on March 6, 2014.  Upon closing of the acquisition, we simultaneously leased the equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized when earned according to lease and royalty agreements.  Lease income is recognized as earned on a monthly basis according to the terms of the lease.  Royalty income is recognized as ore is extracted and refined.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value.

Facilities and equipment

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves.

 

 

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Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any.  An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

Goodwill

The Company evaluates, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.

Stock Based Compensation

The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction

Use of Estimates

The Company’s Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company’s Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

Basic and Diluted Per Common Share

Basic earnings  per common  share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because we have incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

Research and Development

The Company expenses research and development costs as incurred.

Significant Recent Accounting Pronouncements

In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The Company is still evaluating the impact of the updated guidance on the consolidated financial position, results of operations or cash flows.

 

 

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NOTE 3 – NOTES PAYABLE

Loan Transactions with New Vision Financial, Ltd.

From time to time we have borrowed funds from New Vision Financial, Ltd. (“New Vision”).  The loans have been made pursuant to promissory notes that bear interest at 7% per annum, and are convertible into common stock at $0.03 per share.  New Vision converted all of its indebtedness into common stock in 2010.  On October 1, 2012, we issued New Vision 3,946,233 as additional consideration on notes converted on November 12, 2010.  The transaction was recorded as debt conversion expense.

NOTE 4 - INCOME TAXES

The effective tax rate varies from the maximum federal statutory rate as a result of the following items for the twelve months ended December 31, 2012 and 2013:

		December 31, 2012		December 31, 2013
Tax benefit computed at the maximum federal statutory rate		(34.0)	%	(34.0)	%
State tax rate, net of federal tax benefit		(4.5)		(4.5)
Increase in valuation allowance		38.5		38.5
Effective income tax rate		0.0	%	0.0	%

 

Deferred income tax assets and the related valuation allowances result principally from the potential tax benefits of net operating loss carryforwards.

The Company has recorded a valuation allowance to reflect the uncertainty of the ultimate utilization of the deferred tax assets as follows:

			December 31, 2012			December 31, 2013
Deferred tax assets			$	4,409,729		$	7,112,381
Less valuation allowance			(4,409,729)			(7,112,381)
Net deferred tax assets			$	—		$	—

 

 

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For financial statement purposes, no tax benefit has been reported as the Company has had significant losses in recent years and realization of the tax benefits is uncertain. Accordingly, a valuation allowance has been established in the full amount of the deferred tax asset.

At December 31, 2013, the Company had net operating loss carryforwards of approximately $18,473,717 which will be available to offset future taxable income. These net operating loss carryforwards expire at various times through 2033. The utilization of the net operating loss carryforwards is dependent upon the Company’s ability to generate sufficient taxable income during the carryforward period.

NOTE 5 - RELATED PARTY TRANSACTIONS

Lease Transactions with Silver Falcon

On October 11, 2007, we entered into a lease agreement with Silver Falcon, under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon.  Silver Falcon is responsible for all mining activities on our land, and we are entitled to annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from our property, and a net royalty of 15% from any proceeds payable to Silver Falcon by the refiner of ore produced from tailing piles on the premises or through shafts or adits located on the premises.  The lease initially provided that lease payments must commence April 1, 2008.  Because Silver Falcon has been unable to commence operations according to its original schedule, we have agreed to extend the commencement date several times, to January 1, 2012.  

In the first quarter of 2011, we amended the above-described lease with Silver Falcon.  The amendment provided that the annual lease payments would be deferred for a fifteen month period from October 2010 to December 2011, and the term of the Lease would be extended for an equal amount of time.  Silver Falcon remains remain obligated to pay any royalties or the nonaccountable fee that accrues during the deferral period.  All of our officers and directors are also officers and directors of Silver Falcon.

Loan Transactions with New Vision Financial, Ltd.

From time to time we have borrowed funds from New Vision.  See Note 3.

Loan Transactions with Silver Falcon

From time to time, we have borrowed money from Silver Falcon, and Silver Falcon has borrowed money from us.  The amounts are non-interest bearing, unsecured demand loans.  As of December 31, 2013, we were indebted to Silver Falcon in the amount of $397,511.  Most of the amount that we owed Silver Falcon is attributable to the value of shares of Class A Common Stock that Silver Falcon issued to our officers as payment of part of their salary for 2012.  As of December 31, 2012, we were indebted to Silver Falcon in the amount of $1,187,282.  

Loans from Bisell Investments, Inc.

During the year ended December 31, 2013, we borrowed $113,451 from Bisell Investments, Inc., a company controlled by Pierre Quilliam, our chief executive officer.  The loans are non-interest bearing, unsecured, demand loans.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

On September 1, 2013, we entered into an employment agreement with Pierre Quilliam under which we agreed to pay Mr. Quilliam $250,000 per year.

On October 1, 2013, we entered into an employment agreement with Thomas C. Ridenour under which we agreed to pay Mr. Ridenour $185,000 per year.

In August 2010, Richard Corrigan, acting as a debtor in possession in his personal bankruptcy case, filed an adversary proceeding against us to recover amounts due under a consulting agreement dated July 1, 2009.  The consulting agreement provided that Mr. Corrigan would provide certain consulting, mapping and assaying services on three lode claims owned by us on War Eagle Mountain. The consulting agreement provided that Mr. Corrigan’s compensation would be a bonus of 150,000 shares of common stock, valued by mutual agreement at approximately $150,000, and monthly consulting payments of $5,000 per month. The consulting agreement also provided that Mr. Corrigan was entitled to monthly transportation expenses of $250 per month. We terminated Mr. Corrigan on December 8, 2009 for nonperformance.  In 2011, Mr. Corrigan’s filed a Chapter 7 case. In November 2011, Mr. Corrigan’s bankruptcy trustee filed an amended complaint in the adversary proceeding, in which Chapter 7 trustee seeks recovery of the alleged $150,000 bonus and the balance of the unpaid consulting fees and travel expense allowance of $60,900, for a total of $210,900, plus interest and attorney’s fees. On June 19, 2013, the Company learned that the District Court for the Third Judicial District of the State of Idaho for the County of Owyhee entered a default judgment against the Company in the case. The default judgment grants a judgment against the Company in the amount of $284,449.  The Company retained new counsel who filed a motion to vacate the default judgment.  On September 19, 2013, the court entered a memorandum opinion setting aside the default judgment.  As a result, the Company plans to continue defending the action vigorously.

 

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NOTE 7 - CAPITAL STOCK

At December 31, 2013, the Company's authorized capital stock was 400,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share.  On that date, the Company had outstanding 39,828,881 shares of Common Stock, and no shares of Preferred Stock.

On March 6, 2014, the company amended it Certificate of Incorporation to increase its authorized capital stock to 1,000,000,000 shares of Common Stock, par value $0.0001 per share.  In addition, the company amended it Certificate of Incorporation to effect a reverse split of its common stock at a ratio of one share for each ten shares.

2012 Transactions:  During the year ended December 31, 2012, the Company issued shares of Common Stock in the following transactions:

·

733,330 shares of Common Stock for consulting services valued at $158,760.

·

3,946,233 shares of Common Stock related to conversions of notes payable valued at $947,096.

2013 Transactions:  During the year ended December 31, 2013, the Company issued shares of Common Stock in the following transactions:

·

334,902 shares of Common Stock for consulting services valued at $49,251.

·

7,633,519 shares of Common Stock for compensation valued at $1,526,704.

NOTE 8 - STOCK OPTIONS AND WARRANTS

Transactions involving stock options or warrants issued to employees, consultants, officers and directors of the Company in 2013 are summarized as follows:

	Number of Shares		Weighted Average Price Per Share
Outstanding at December 31, 2011	5,050,000		$0.39
Granted	3,750,000		$0.153
Exercised	-		-
Cancelled or expired	-		-
Outstanding as of December 31, 2012	8,800,000		$0.289
Granted	-		-
Exercised	-		-
Cancelled or expired	-		-
Outstanding as of December 31, 2012	8,800,000		$0.289

 

 

F-13

 

All warrants issued in 2012 have an exercise price of $0.0153, and vest one year after the date of issuance.  The weighted-average fair value of stock options or warrants granted to employees and consultants during the year ended December 31, 2012, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model are as follows:

Significant assumptions (weighted-average):	$0.0153
Risk-free interest rate at grant date	0.15%
Expected stock price volatility	52%
Expected dividend payout	0%
Expected option life (in years)	5 years

Total stock-based compensation expense recognized by us for the year ended December 31, 2012 was $387,057.  No warrants were issued, exercised, cancelled or expired in 2013.

NOTE 9 – REVERSE STOCK SPLIT

On March 6, 2014, the Company amended it Certificate of Incorporation to increase its authorized capital stock to 1,000,000,000 shares of Common Stock, par value $0.0001 per share.  In addition, the Company amended it Certificate of Incorporation to effect a reverse split of its common stock at a ratio of one share for each ten shares.

NOTE 10 – EQUIPMENT ACQUISITION

On September 19, 2013, the Company (through its wholly-owned subsidiary, Universal Entertainment SAS, Inc.) entered into an Asset Purchase Agreement with Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, to acquire certain casino equipment (the “Equipment”)(such transaction hereinafter referred to as the “Equipment Acquisition”).  Closing of the Equipment Acquisition was conditioned on the Company effecting a one for ten reverse stock split, among other conditions.  The Equipment had an original cost of $874,970, and includes approximately 67 video poker and slot machines; 8 blackjack and miscellaneous game tables and related furniture and equipment; roulette table and related furniture and equipment; bingo equipment and furniture; casino chips, bill acceptors, coin counter and related equipment; and miscellaneous office equipment, like chairs, tables, etc.  The Asset Purchase Agreement provides that at closing of the Equipment Acquisition the Company the following transactions would take place.

·

The Company would issue 17,450,535 shares of Common Stock to acquire the Equipment.

·

The Company would enter into a lease (the “Lease”) of the Equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option.  

·

The Company would enter into consulting agreements with two shareholders of the seller, which provide for aggregate annual compensation of $370,000 per year payable in restricted shares of the Company’s common stock, and have a term of five years.

 

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·

The Company would enter into certain employment or consulting agreements which will obligate the Company to make total payments of $1,235,000 per year for five years, which payments will be made in shares of the Company’s Common Stock at its market price at the time of issuance.  .

·

The Company would issue 19,977,980 shares of the Company’s Common Stock to certain officers, directors, and consultants, as well as the two principals of Universal Entertainment SAS, Ltd., as bonuses under consulting agreements or employment agreements with such persons.   

·

The Company would issue 17,000,000 shares of the Company’s Common Stock to certain officers, directors and significant shareholders.

·

The Company would cancel 8,600,000 options held by certain officers and directors of the Company.

The Company accrued the value of the shares issuable as bonuses at closing of the Equipment Acquisition as a current liability at December 31, 2013.  The Company completed the Equipment Acquisition and related transactions in March 2014.  (See Note 12 – Subsequent Events).  

NOTE 11 – GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  However, the Company has incurred net losses of ($2,220,774) and ($7,019,876) for the twelve months ended December 31, 2012 and 2013, respectively.  The Company has remained in business primarily through the deferral of salaries by management, loans from the Company’s chief executive officer, and loans from a significant shareholder. The Company intends on financing its future development activities from the same sources, until such time that funds provided by operations are sufficient to fund working capital requirements.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

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NOTE 12 – SUBSEQUENT EVENTS (UNAUDITED)

On September 19, 2013, the Company (through its wholly-owned subsidiary, Universal Entertainment SAS, Inc.) entered into an Asset Purchase Agreement with Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, to acquire certain casino equipment (the “Equipment”)(such transaction hereinafter referred to as the “Equipment Acquisition”).  The Equipment Acquisition closed in March 2014, at which time the following transactions took place:

·

The Company effected a one for ten reverse stock split.

·

The Company issued 17,450,535 shares of Common Stock to acquire the Equipment.

·

The Company entered into a lease (the “Lease”) of the Equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option.  

·

The Company entered into consulting agreements with two shareholders of the seller, which provide for aggregate annual compensation of $370,000 per year payable in restricted shares of the Company’s common stock, and have a term of five years.

·

The Company entered into certain employment or consulting agreements which will obligate the Company to make total payments of $1,235,000 per year for five years, which payments will be made in shares of the Company’s Common Stock at its market price at the time of issuance.  .

·

The Company issued 19,977,980 shares of the Company’s Common Stock to certain officers, directors, and consultants, as well as the two principals of Universal Entertainment SAS, Ltd., as bonuses under consulting agreements or employment agreements with such persons.   

·

The Company issued 17,000,000 shares of the Company’s Common Stock to certain officers, directors and significant shareholders.

·

The Company cancelled 8,600,000 options held by certain officers and directors of the Company.

Since January 1, 2014, in addition to the transactions described above, the Company has issued shares of Common Stock in the following transactions:

·

19,113 shares of Common Stock were issued upon conversion of notes payable with an aggregate principal amount of $3,000.

·

269,539 shares of Common Stock were issued in payment of consulting fees valued at $38,500.

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