Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 10, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GOLDEN PHOENIX MINERALS INC | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001042784 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 391,851,524 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Condensed Consolidated Balance Sheets | ' | ' |
Cash | $3,670 | $287,704 |
Prepaid expenses and other current assets | 2,579 | 9,754 |
Marketable securities | ' | ' |
Total current assets | 6,249 | 297,458 |
Property and equipment, net (substantially all held for sale) | 1,216 | 72,384 |
Debt issuance costs | 4,281 | ' |
Total assets | 11,746 | 369,842 |
Accounts payable | 1,241,130 | 1,220,868 |
Accrued liabilities | 648,578 | 738,932 |
Accrued interest payable | 101,778 | 84,710 |
Notes payable | 1,551,630 | 1,534,275 |
Derivative liability | 97,043 | ' |
Amounts due to related party | 115,066 | 115,066 |
Total current liabilities | 3,755,225 | 3,693,851 |
Commitments and contingencies | ' | ' |
Preferred stock, no par value, 50,000,000 shares authorized, none issued | ' | ' |
Common stock; $0.001 par value, 800,000,000 shares authorized, 391,851,524 and 369,651,524 shares issued and outstanding, respectively | 391,852 | 369,652 |
Additional paid-in capital | 58,447,996 | 58,256,712 |
Treasury stock, 415,392 shares at cost | -49,008 | -49,008 |
Accumulated deficit | -62,534,319 | -61,901,365 |
Total stockholders' deficit | -3,743,479 | -3,324,009 |
Total liabilities and stockholders' equity (deficit) | $11,746 | $369,842 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets Parenthetical (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Condensed Consolidated Balance Sheets Parenthetical | ' | ' |
Preferred stock par value | ' | ' |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Preferred stock shares issued | ' | ' |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 800,000,000 | 800,000,000 |
Common stock shared issued | 391,851,524 | 369,651,524 |
Common stock shares outstanding | 391,851,524 | 369,651,524 |
Treasury stock shares | 415,392 | 415,392 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ' | ' | ' | ' |
Rental Income | ' | $7,800 | ' | $33,700 |
Exploration and evaluation expenses | 17,240 | 84,081 | 139,540 | 314,283 |
General and administrative expenses | 103,741 | 326,970 | 407,876 | 1,644,959 |
Depreciation and amortization expense | 449 | 11,769 | 5,160 | 46,715 |
Total operating costs and expenses | 121,430 | 422,820 | 552,576 | 2,005,957 |
Loss from operations | -121,430 | -415,020 | -552,576 | -1,972,257 |
Interest and other income | ' | 124 | 48 | 1,410 |
Interest expense | -27,607 | -7,928 | -45,015 | -517,701 |
Gain (loss) on derivative liability | 35,251 | ' | -22,043 | ' |
Foreign currency gain (loss) | -2,533 | 13,306 | 9,602 | -58,661 |
Gain (loss) on disposition of property and equipment | -58,009 | 13,516 | -58,009 | 13,077 |
Gain on extinguishment of debt | ' | ' | 35,039 | ' |
Impairment of marketable securities | ' | -302,650 | ' | -302,650 |
Gain on disposition of interest in LLC | ' | ' | ' | 6,209,912 |
Gain on rescission of joint venture agreement | ' | 843,695 | ' | 843,695 |
Total other income (expense) | -52,898 | 560,063 | -80,378 | 6,189,082 |
Income (loss) before income taxes | -174,328 | 145,043 | -632,954 | 4,216,825 |
Provision for income taxes | ' | ' | ' | ' |
Net income (loss) | -174,328 | 145,043 | -632,954 | 4,216,825 |
Unrealized gain on marketable securities | ' | 51,400 | ' | 139,200 |
Comprehensive income (loss) | ($174,328) | $196,443 | ($632,954) | $4,356,025 |
Income (loss) per common share, basic and diluted | $0 | $0 | $0 | $0.01 |
Weighted average number of common shares outstanding - basic and diluted | 391,262,218 | 394,236,133 | 381,042,725 | 383,156,011 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements of Cash Flows | ' | ' |
Net income (loss) | ($632,954) | $4,216,825 |
Depreciation and amortization expense | 5,160 | 46,715 |
Stock-based compensation | 2,283 | ' |
Amortization of debt issuance costs to interest expense | 1,719 | 287,869 |
Amortization of debt discount to interest expense | 22,950 | ' |
Loss on derivative liability | 22,043 | ' |
Foreign currency loss | ' | 48,900 |
(Gain) loss on disposition of property and equipment | 58,009 | -13,077 |
Gain on extinguishment of debt | -35,039 | ' |
Issuance of warrants for services | ' | 57,829 |
Impairment of marketable securities | ' | 302,650 |
Gain on rescission of joint venture agreement | ' | -500,000 |
Gain on disposition of interest in LLC | ' | -6,209,912 |
Decrease in prepaid expenses and other current assets | 7,175 | 83,524 |
Increase in accounts payable | 55,300 | 795,589 |
Increase in accrued liabilities | 137,915 | 212,499 |
Net cash used in operating activities | -355,439 | -670,589 |
Proceeds from the disposition of property and equipment | 8,000 | 32,250 |
Purchase of property and equipment | ' | -2,735 |
Net cash provided by investing activities | 8,000 | 29,515 |
Proceeds from the issuance of debt | 75,000 | ' |
Payment of debt issuance costs | -6,000 | ' |
Payments of notes payable and long-term debt | -5,595 | -42,979 |
Net proceeds from the sale of common stock | ' | 412,500 |
Proceeds from the issuance of warrants | ' | 420,000 |
Net cash provided by financing activities | 63,405 | 789,521 |
Net increase (decrease) in cash | -284,034 | 148,447 |
Cash, beginning of the period | 287,704 | 154,607 |
Cash, end of the period | $3,670 | $303,054 |
Note_1_Description_of_Business
Note 1 - Description of Business and Basis of Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 1 - Description of Business and Basis of Financial Statement Presentation | ' |
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION | |
Golden Phoenix Minerals, Inc. (the “Company” or “Golden Phoenix”) is a mineral exploration and development company engaged in acquiring mineral properties with potential production and future growth through exploration discoveries. Pending requisite funding, our current growth strategy is focused on the expansion of our operations through the development of mineral properties into joint ventures or royalty mining projects. Our current efforts are focused in Nevada and Panama. | |
The Company was formed in Minnesota on June 2, 1997. On May 30, 2008, the Company reincorporated in Nevada. | |
The accompanying condensed consolidated financial statements include the accounts of the Company and of Ra Minerals, Inc. (“Ra Minerals”), a wholly-owned subsidiary. All intercompany accounts and balances have been eliminated in consolidation. | |
The interim financial information of the Company as of September 30, 2013 and for the three months and nine months ended September 30, 2013 and 2012 is unaudited, and the balance sheet as of December 31, 2012 is derived from audited financial statements. The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2013. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. | |
Certain amounts in the condensed consolidated financial statements for the three months and nine months ended September 30, 2012 have been reclassified to conform to the current period presentation. |
Note_2_Going_Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 2 - Going Concern | ' |
NOTE 2 – GOING CONCERN | |
Our condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we have a history of operating losses since our inception in 1997, and have an accumulated deficit of $62,534,319 and a total stockholders’ deficit of $3,743,479 at September 30, 2013. Our only source of operating revenues in the recent past has been minimal rental income from our drilling equipment. We have sold or are currently offering for sale the assets of our drilling division, and will have no more revenues from this source. | |
As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we currently own or have entered into options and agreements for the acquisition of certain mineral properties. None of these mineral properties currently have proven or probable reserves. We will be required to raise significant additional capital to fund our operations and to complete the acquisition of the interests in and further the exploration, evaluation and development of our existing mineral properties and other prospects. There can be no assurance that we will be successful in raising the required capital or that any of these mineral properties will ultimately attain a successful level of operations. | |
Because of the negative impact of disputes and litigation on our fund raising efforts, including the foreclosure and sale of our interest in the Mineral Ridge LLC and the rescission of our joint venture in Panama, and other negative market factors, we have been unable to raise the capital necessary to continue our mineral property exploration and evaluation activities and fund our operations. We have obtained only limited convertible debt financing to partially fund certain general and administrative expenses. As a result, we have significantly scaled back our mineral property acquisition and development plans and reduced the level of our operations. There can be no assurance that we will be successful in our efforts to obtain additional financing, or that we will be successful in our efforts to continue to raise capital at favorable rates or at all. If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws. These factors and our negative working capital position together raise doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Note_3_Mineral_Properties
Note 3 - Mineral Properties | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Notes | ' | ||||
Note 3 - Mineral Properties | ' | ||||
NOTE 3 – MINERAL PROPERTIES | |||||
Because of lack of funds and scaling back our operations, we have allowed certain of our mineral property claims interests to lapse, and we have abandoned the projects to focus on those properties, which in the opinion of management, have the best potential for success. Our mineral properties consist of our 10% interest in the Santa Rosa, Panama gold project and options to acquire interests in the Mhakari and North Springs properties in Nevada. These exploration projects currently do not have proven or probable reserves. | |||||
Santa Rosa, Panama | |||||
During the year ended December 31, 2011, extensive efforts were directed toward the acquisition and advancement of the Santa Rosa, Panama project. The Santa Rosa gold deposit is located near the city of Cañazas in Veraguas Province, Panama, approximately 300 kilometers southwest of Panama City. On July 9, 2011, we entered into a letter of intent with Silver Global, S.A. (“Silver Global”) to acquire an interest in the Santa Rosa gold mine (“Santa Rosa”). On September 16, 2011, we entered into a Definitive Acquisition Agreement to acquire a 60% interest, with an option to buy an additional 20% interest, in the Santa Rosa gold mine, via ownership in Golden Phoenix Panama S.A. (the “JV Company”), in consideration for $20,500,000 in cash over a period of approximately 12 to 15 months (with the final earn-in to occur upon achieving commercial production) and $4,500,000 in shares of our common stock (at an agreed upon value of $0.18 per share). We subsequently completed a Joint Venture Operating Agreement with Silver Global and effected transfer of all concessions to JV Company. We made payments in the aggregate amount of $4,500,000 in cash and issued 25,000,001 shares of our common stock in consideration for a 15% interest in the JV Company. | |||||
Effective July 23, 2012 and subsequently amended effective July 30, 2012, we entered into a Rescission and Release Agreement (the “Rescission Agreement”) with Silver Global and the JV Company (collectively the “Parties”) whereby the Parties agreed to resolve their disputes and rescind the Definitive Acquisition Agreement. | |||||
In accordance with the terms of the Rescission Agreement, Silver Global agreed to return and pay to us a total of $4,100,000 in scheduled payments over twelve months, subject to a discount of $750,000 as consideration for timely payments, and return to us for cancellation 25,000,001 shares of our common stock. We were to transfer our 15% ownership interest in the JV Company to Silver Global in tranches concurrent with scheduled payments. In the event of any default in the scheduled payments, we were keep the unpaid portion of the 15% interest in the JV Company, allowing us to either hold the interest or sell it to a third party. Further, as part of the Rescission Agreement, all rights and obligations of the parties under the Santa Rosa Acquisition Agreement were immediately terminated, including the extinguishment of an outstanding loan for $500,000 payable by us to Silver Global. | |||||
Concurrent with the execution of the Rescission Agreement and our receipt of the first payment of $350,000 on August 8, 2012, the arbitration proceedings previously filed by us against Silver Global and pending before the International Chamber of Commerce were dismissed, without prejudice. As a result of the $350,000 payment from Silver Global and the extinguishment of the $500,000 note payable, less related bank and legal fees of $6,305, we recorded an $843,695 gain on rescission of the joint venture. | |||||
In October 2012, Silver Global returned to us the 25,000,001 shares of our common stock and we cancelled these shares. However, Silver Global elected not to make the scheduled January 2013 payment of $1,000,000, forfeiting its right to the $750,000 discount, and elected not to make further payments in July 2013 as scheduled in the Rescission Agreement. As a result, we currently own a 10% interest in the JV Company. We intend to either participate as a 10% owner in the Santa Rosa project, or sell all or a part of our interest in the JV Company to a third party. | |||||
Vanderbilt, Coyote Fault and Coyote Fault Extension Properties, Esmeralda County, Nevada (“Mhakari Properties”) | |||||
Vanderbilt | |||||
The Vanderbilt property is within 4 miles of the town of Silver Peak, Nevada and highway 265 via Coyote Road. It is comprised of 44 claims, plus 3 patented claims and is located on the southern flank of Mineral Ridge and is within the Silver Peak Range. The Vanderbilt property is within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east. Phase I geologic mapping and outcrop sampling (above ground) was completed in October 2010, resulting in average grades of 2.1 g/t gold and 58.6 g/t silver. Phase II exploration program (below ground) in the old mine workings was commenced during the first quarter of 2011 to help identify drill targets, with an exploratory drill program expected to begin in the near term as funding permits. | |||||
Coyote Fault/Coyote Fault Extension | |||||
The Coyote Fault/Coyote Fault Extension claims are within nine miles of Silver Peak, Nevada and Hwy 265 via Coyote Road. They are comprised of 110 contiguous claims and are also located in the middle of the Walker Lane tectonic belt with Sierra Block uplift to the west and the Basin and Range to the east. The property is on the northern flank of Mineral Ridge and is along the eastern edge of the Silver Peak Range. Phase I geologic mapping and outcrop sampling (above ground) was completed on the Coyote Fault claim group (38 claims) in December, 2010, which identified a new potential gold exploration target. Geological mapping of the Coyote Extension claim group (72 claims) is planned for the near term as funding permits. | |||||
Amended and Restated Option Agreement | |||||
On February 26, 2013, we entered into an Amended and Restated Option Agreement with Mhakari with respect to the Mhakari Properties, which terminated all rights and obligations under prior agreements and restated the parties’ agreement with respect to each of the Mhakari Properties. | |||||
Mhakari granted us an option to acquire up to an undivided 80% interest in the Mhakari Properties for the following consideration to be paid by us to Mhakari: | |||||
Cash payments: $25,500, payable $20,000 upon execution of the agreement (which amount was paid) and $5,500 within 60 days thereafter ($5,000 of which was paid); $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement. We currently are in default on the $500 balance of the 60-day payment, the $20,000 3-month payment and the $15,000 6-month payment. | |||||
Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement (which shares were issued April 22, 2013); an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement (which shares were issued July 2, 2013); and an additional 5,000,000 shares on the 12 month anniversary of the agreement. | |||||
Work commitment: $500,000 in exploration and development expenditures on the Mhakari Properties within 18 months of the date of the agreement; an additional $500,000 in exploration and development expenditures between 18 months and 30 months from the date of the agreement; with no less than $2,000,000 in exploration and development expenditures in the aggregate within 48 months from the date of the agreement. Inclusive in this work commitment, we are to earmark no less than $10,000 per contract year for 4 years to enhancing safety on the Mhakari Properties. | |||||
Upon satisfying the consideration payable under the agreement, we shall receive an 80% undivided interest in the Mhakari Properties and the parties shall enter into a joint venture to further develop the Mhakari Properties, with us retaining an 80% interest in the joint venture. In the event that we fail to satisfy the entire purchase price by completing all cash, equity and work commitment payments within the required time frames, the agreement will be deemed to have been terminated and all payments made to date will be forfeited to Mhakari with no interest earned by us in the Mhakari Properties. | |||||
As of the date of filing this report, we had not made the $500 cash payment balance due in April 2013, the $20,000 cash payment due in May 2013, and the $15,000 cash payment due in August 2013 pursuant to the Amended and Restated Option Agreement. We are currently in discussions with Mhakari and anticipate making payments in the near future as funding permits. | |||||
North Springs Properties, Esmeralda County, Nevada | |||||
Under the terms of an Exploration and Mining Lease with Options to Purchase Agreement effective June 17, 2013 (the “North Springs Agreement”), we acquired the rights to 16 unpatented lode mining claims on BLM lands in Esmeralda County, Nevada, located near the operating Mineral Ridge gold project (the “North Springs Properties”). As required by the North Springs Agreement, we made advance royalty payments of $5,000 cash in June 2013 and issued 1,000,000 shares of our common stock in July 2013. We are further obligated to make the following payments under the terms of the North Springs Agreement: | |||||
Date | Cash Payment | Common Share Payment | |||
First Anniversary of Effective Date | $10,000 | 1,000,000 | |||
Second Anniversary of Effective Date | $15,000 | 1,000,000 | |||
Third Anniversary of Effective Date | $20,000 | 1,000,000 | |||
Fourth Anniversary of Effective Date | $25,000 | 1,000,000 | |||
Fifth Anniversary of Effective Date | $30,000 | ||||
Six through Tenth Anniversary of Effective Date | $50,000 | ||||
Eleventh through Fifteenth Anniversary of Effective Date | $75,000 | ||||
Sixteenth and Each Subsequent Anniversary of Effective Date | $100,000 | ||||
Subject to prior termination, the term of the North Springs Agreement shall be for a period of twenty years commencing on the effective date. The Company is obligated to pay a production royalty equal to three percent of the Net Smelter Returns (“NSR”) from the production or sale of minerals from the North Springs Properties and meet defined minimum annual work commitments ranging from $10,000 in the first year to $100,000 beginning in the fifth year and thereafter | |||||
As previously described, because of lack of funding we currently are unable to significantly advance the exploration and evaluation activities on our mineral properties. Exploration and evaluation expenses included in our condensed consolidated statements of operations and comprehensive loss were comprised of expenses incurred for the following exploration mineral properties opportunities: | |||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||
2013 | 2012 | 2013 | 2012 | ||
Santa Rosa | $ - | $ - | $ - | $ 64,516 | |
Mhakari Properties | 15,000 | - | 125,900 | - | |
North Springs Properties | 2,240 | - | 13,640 | - | |
General and other | - | 84,081 | - | 249,767 | |
Total | $ 17,240 | $ 84,081 | $ 139,540 | $ 314,283 | |
Note_4_Marketable_Securities
Note 4 - Marketable Securities | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 4 - Marketable Securities | ' |
NOTE 4 – MARKETABLE SECURITIES | |
Our marketable securities consist of 1,250,000 shares of American Mining Corporation common stock (“AMC”) and the 3,000,000 shares of Win-Eldrich Mines Ltd (“WEX”) common stock received in October 2011 in the settlement of a promissory note resulting from the sale of our interest in the Ashdown Project LLC. The marketable securities are recorded at market value, with market value based on market quotes and reduced by estimated impairment losses. We have classified these marketable securities as securities held-for-sale in accordance with Accounting Standards Update (“ASU”) Topic 320, Investments – Debt and Equity Securities. Unrealized gains and losses resulting from changes in market value are recorded as other comprehensive income, a component of stockholders’ equity in our consolidated balance sheet. | |
On May 9, 2012, trading of WEX common shares was halted on the Toronto Stock Exchange due to WEX not timely filing its annual report and audited financial statements. This trading suspension has not been resolved by WEX and no market for the WEX common shares has developed. | |
There is limited trading of the AMC shares and no market for the AMC shares has developed. | |
After considering the nature of the operations of AMC and WEX, the lack of trading volume of the shares, the number of shares held by us, and other factors, we have concluded that the recorded value of marketable securities at September 30, 2013 and December 31, 2012 should be fully impaired and that the impairment loss is other-than-temporary. | |
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 9 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 5 - Property and Equipment | ' | ||
NOTE 5 – PROPERTY AND EQUIPMENT | |||
Property and equipment consisted of the following at: | |||
30-Sep-13 | 31-Dec-12 | ||
Computer equipment | $ 2,736 | $ 7,924 | |
Support equipment | 39,932 | 39,932 | |
Drilling equipment | - | 141,601 | |
Office furniture and equipment | - | 7,459 | |
42,668 | 196,916 | ||
Less accumulated depreciation and amortization | -41,452 | -124,532 | |
$ 1,216 | $ 72,384 | ||
Our support equipment was idle and held for sale at September 30, 2013 and December 31, 2012. | |||
Note_6_Accrued_Liabilities
Note 6 - Accrued Liabilities | 9 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 6 - Accrued Liabilities | ' | ||
NOTE 6 – ACCRUED LIABILITIES | |||
Accrued liabilities consisted of the following at: | |||
30-Sep-13 | 31-Dec-12 | ||
Accrued payroll and related | $ 95,143 | $ 124,112 | |
Liabilities assumed in Ra Minerals acquisition | 172,542 | 178,018 | |
Put option liability | 120,000 | 120,000 | |
Legal and consulting fees | 209,350 | 275,760 | |
Other | 51,543 | 41,042 | |
$ 648,578 | $ 738,932 | ||
Note_7_Notes_Payable
Note 7 - Notes Payable | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Notes | ' | |||
Note 7 - Notes Payable | ' | |||
NOTE 7 – NOTES PAYABLE | ||||
Our notes payable consisted of the following at: | ||||
30-Sep-13 | 31-Dec-12 | |||
Note payable to Komatsu Equipment Company, with principal payments of $58,486 on June 30, 2008, $58,486 on June 30, 2009, and $58,485 on June 30, 2010, with interest at 8%, unsecured | $ 175,457 | $ 175,457 | ||
Convertible note payable to an institutional investor, with interest at 8% per annum, payable March 6, 2014, net of discount of $24,109 | 18,391 | - | ||
Convertible note payable to an institutional investor, with interest at 8% per annum, payable May 27, 2014, net of discount of $27,941 | 4,559 | - | ||
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012 | 500,000 | 500,000 | ||
Convertible note payable to SV, non-interest bearing, payable September 30, 2012 | 413,223 | 413,223 | ||
Note payable to Pinnacle, non-interest bearing, payable in scheduled monthly payments ranging from $15,000 to $30,000 through August 2012 | 190,000 | 190,000 | ||
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013 | 250,000 | 250,000 | ||
Capital lease payable to Heartland Wisconsin Corp., repaid in 2013 | - | 5,595 | ||
$ 1,551,630 | $ 1,534,275 | |||
Convertible Notes Payable to Institutional Investor | ||||
On June 4, 2013 and August 22, 2013,we entered into a convertible promissory notes payable to an institutional investor (“investor”) for $42,500 and $32,500, respectively, (“Convertible Notes”), which bear interest at an annual rate of 8% and matures on March 6, 2014 and May 27, 2014, respectively. The investor has the right, after the first 180 days of the notes, to convert the Convertible Notes and accrued interest in whole or in part into shares of our common stock at a price per share equal to 58% (representing a discount rate of 42%) of the average of the lowest three trading prices for our common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. | ||||
At any time for the period beginning on the date of the Convertible Notes and ending on the date which is 30 days following the date of the Convertible Notes, we may prepay the Convertible Notes upon payment of an amount equal to the outstanding principal multiplied by 110%, together with accrued and unpaid interest. The amount of the prepayment increases every subsequent 30 days to 115%, 120%, 125%, 130% and 135% of the outstanding principal together with accrued and unpaid interest. After the expiration of 180 days following the date of the Convertible Notes, we will have no right of prepayment. | ||||
At the inception of the June 4, 2013 Convertible Note, we recorded debt issuance costs of $3,000 and a debt discount and a derivative liability of $42,093 related to the conversion feature. At the inception of the August 22, 2013 Convertible Note, we recorded debt issuance costs of $3,000, a debt discount of $32,500 and a derivative liability of $55,894. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the Convertible Notes. As of September 30, 2013, accrued interest payable on the Convertible Notes was $1,377. | ||||
During the nine months ended September 30, 2013, we had the following activity in the accounts related to the Convertible Notes: | ||||
Derivative Liability | Debt Discount | Loss on Derivative Liability | ||
Derivative liability at inception of the note | $ 97,988 | $ (74,593) | $ (23,395) | |
Gain on derivative liability | (945) | -407 | 1,352 | |
Amortization of debt discount to interest expense | - | 22,950 | - | |
Balance at September 30, 2013 | $ 97,043 | $ 52,050 | $ (22,043) | |
In estimating the fair value of the derivative during the nine months ended September 30, 2013, we used the Black-Scholes pricing model with the following range of assumptions: | ||||
Risk-free interest rate | 0.10 – | 0.40% | ||
Expected life in years | 0.76 – | 0.43 | ||
Dividend yield | 0% | |||
Expected volatility | 204.08 – | 310.37% | ||
Other Notes Payable | ||||
The two convertible notes payable to Sala-Valc S.A.C., a Peruvian corporation (“SV”), resulted from an Amendment to Mining Asset Purchase and Strategic Alliance Agreement related to mineral properties in Peru. | ||||
The two notes payable to Pinnacle Minerals Corporation (“Pinnacle”) resulted from an Amendment to Membership Interest Purchase Agreement whereby we purchased Pinnacle’s membership interest in Molyco, LLC, which owns or controls portions of mineral properties in Peru. Pinnacle has initiated legal action related to these unpaid obligations (see Note 14). | ||||
The parties involved in the mineral property projects in Peru were not able to finalize the transfer agreements to be filed with Peruvian governmental authorities to affect the transfer to us of the mineral properties in Peru. We have therefore discontinued our efforts in Peru, and the ultimate disposition of the convertible notes payable to SV and the notes payable to Pinnacle is dependent on our resolution of our dispute with SV and of the legal action initiated by Pinnacle. We are currently unable to predict the ultimate outcome of these matters. | ||||
Note_8_Amounts_Due_Related_Par
Note 8 - Amounts Due Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 8 - Amounts Due Related Party | ' |
NOTE 8 – AMOUNTS DUE RELATED PARTY | |
Amounts due to related party consists of a note due to Robert P. Martin, former Chairman of our Board of Directors, resulting from a debt settlement agreement entered into in April 2010. The repayment terms of the note were restructured as part of a consulting agreement entered into with Mr. Martin effective September 1, 2011. The obligation was paid 50% in November 2011, with the remaining 50% payable on or before February 27, 2012. The remaining note payable balance and related accrued interest payable were still outstanding as of the date of filing this report. At September 30, 2013 and December 31, 2013, the note payable had a principal balance of $115,066, and related accrued interest payable was $12,673 and $7,509, respectively. | |
Note_9_Stockholders_Equity
Note 9 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 9 - Stockholders' Equity | ' |
NOTE 9 – STOCKHOLDERS’ DEFICIT | |
We have 50,000,000 shares of no par value, non-voting convertible preferred stock authorized. As of September 30, 2013 and December 31, 2012, there were no shares of preferred stock outstanding. | |
We also have 800,000,000 shares of $0.001 par value common stock authorized. | |
During the nine months ended September 30, 2013, we issued a total of 22,200,000 shares of our common stock: 6,200,000 shares valued at $116,000 to Jeffrey Dahl, a member of our Board of Directors, for services in accordance with our Consulting Agreement with him (Note 13) and 16,000,000 shares valued at $95,200 for exploration and evaluation expenses pursuant to our mineral property option agreements (Note 3). | |
During the nine months ended September 30, 2012, we issued a total of 26,617,377 shares of our common stock, including: 24,136,364 shares for cash of $412,500 ($425,000 less $12,500 in finder’s fees) and 2,481,013 shares issued upon cashless exercise of warrants recorded at par value of $2,481. | |
As of September 30, 2013 and December 31, 2012, we had 415,392 shares of our common stock acquired in a previous stock repurchase program that were recorded as treasury shares at a cost of $49,008. | |
Note_10_Stock_Warrants
Note 10 - Stock Warrants | 9 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 10 - Stock Warrants | ' | ||
NOTE 10 – STOCK WARRANTS | |||
We have issued warrants to purchase shares of our common stock in connection with equity financing agreements and pursuant to certain consulting agreements. | |||
A summary of the status of our stock warrants as of September 30, 2013, and changes during the nine months then ended is presented below: | |||
Weighted Average | |||
Shares | Exercise Price | ||
Outstanding, December 31, 2012 | 34,083,333 | $ 0.08 | |
Granted | - | ||
Canceled / Expired | -6,583,333 | $ 0.17 | |
Exercised | - | ||
Outstanding, vested and exercisable September 30, 2013 | 27,500,000 | $ 0.06 | |
The following summarizes the exercise price per share and expiration date of our outstanding warrants to purchase common stock at September 30, 2013: | |||
Expiration Date | Price | Number | |
2013 | $ 0.125 | 750,000 | |
2014 | $ 0.12 | 1,000,000 | |
2014 | $ 0.125 | 2,750,000 | |
2014 | $ 0.04 | 8,500,000 | |
2015 | $ 0.05 | 4,000,000 | |
2017 | $ 0.06 | 2,500,000 | |
2017 | $ 0.04 | 4,000,000 | |
2017 | $ 0.08 | 4,000,000 | |
27,500,000 | |||
Note_11_Stockbased_Compensatio
Note 11 - Stock-based Compensation | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Notes | ' | ||||
Note 11 - Stock-based Compensation | ' | ||||
NOTE 11 – STOCK-BASED COMPENSATION | |||||
We account for stock-based compensation in accordance with ASU Topic 718, Compensation – Stock Compensation. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the estimated value of the award granted, using the Black-Scholes option pricing model, and recognized over the period in which the award vests in general and administrative expenses. | |||||
Stock-based compensation expense included in general and administrative expenses for the nine months ended September 30, 2013 and 2012 was $2,283 and $0, respectively. We had no stock-based compensation expense for the three months ended September 30, 2013 and 2012. | |||||
During the nine months ended September 30, 2013, we granted to an officer and director stock options to purchase a total of 600,000 shares of our common stock at an exercise price of $0.0042 per share. We estimated the grant date fair value of these options at $0.0038 per share using the Black-Scholes option pricing model with the following assumptions: | |||||
Risk-free interest rate | 0.41% | ||||
Expected life in years | 5 | ||||
Dividend yield | 0% | ||||
Expected volatility | 149.42% | ||||
The following table summarizes the stock option activity during the nine months ended September 30, 2013: | |||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Aggregate Intrinsic Value | ||
Outstanding at December 31, 2012 | 7,850,000 | $ 0.11 | |||
Granted | 600,000 | $ 0.004 | |||
Exercised | - | ||||
Expired or cancelled | -2,350,000 | $ 0.13 | |||
Outstanding, vested and exercisable at September 30, 2013 | 6,100,000 | $ 0.09 | 2.55 | $ - | |
The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $0.0037 as of September 30, 2013 which would have been received by the holders of in-the-money options had the option holders exercised their options as of that date. | |||||
As of September 30, 2013, there was no future compensation cost related to non-vested stock-based awards not yet recognized in our condensed consolidated statements of operations and comprehensive loss. | |||||
Note_12_Earnings_loss_Per_Shar
Note 12 - Earnings (loss) Per Share | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 12 - Earnings (loss) Per Share | ' |
NOTE 12 – EARNINGS (LOSS) PER SHARE | |
The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants and rights outstanding using the treasury stock method and the average market price per share during the period. | |
For the three months and nine months ended September 30, 2013 and 2012, there were no common stock equivalents outstanding and, therefore, the computation of basic and diluted earnings per share were the same. At September 30, 2013, we had outstanding options and warrants to purchase a total of 33,600,000 common shares that could have a future dilutive effect on the calculation of earnings per share. |
Note_13_Consulting_Agreements
Note 13 - Consulting Agreements | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 13 - Consulting Agreements | ' |
NOTE 13 – CONSULTING AGREEMENTS | |
Donald B. Gunn | |
On December 7, 2011, we entered into a Consulting Agreement (the “Gunn Consulting Agreement with Donald Gunn, whereby Mr. Gunn is to provide services to the Company in his role as President of the Company. Mr. Gunn was appointed President of the Company effective March 15, 2011. Pursuant to the Gunn Consulting Agreement, the Company has accrued monthly compensation to Mr. Gunn of $3,000 from July through November 2011 and $6,000 from December 31, 2011 forward. | |
Dennis P. Gauger | |
On January 15, 2013, the Board of Directors appointed Dennis P. Gauger as our Chief Financial Officer and Corporate Secretary. Pursuant to an Independent Contractor Agreement, Mr. Gauger is to perform the agreed upon duties for a period of one year and will be paid $5,000 per month through June 2013 and $7,500 per month for the remainder of the contract. Mr. Gauger is eligible to participate in our stock option plan as approved by the Board of Directors. | |
Jeffrey Dahl | |
In March 2011, we entered into a Consulting Agreement (the “2011 Dahl Consulting Agreement”) with Jeffrey Dahl, a member of our Board of Directors (“Dahl”), whereby Mr. Dahl was to develop, coordinate, manage and execute a comprehensive corporate finance and business transaction campaign for us. The 2011 Dahl Consulting Agreement had an initial term of twelve months and could be extended for subsequent terms of twelve months upon mutual written agreement of the parties. | |
In consideration for services rendered under the 2011 Dahl Consulting Agreement, we issued Mr. Dahl two-year warrants to purchase 250,000 shares of our common stock at an exercise price of $0.125 in each of the months of April 2011 through March 2012. | |
In April 2012, we entered into a Consulting Agreement (the “2012 Dahl Consulting Agreement”) with Mr. Dahl, whereby Mr. Dahl was to provide certain services to us in seeking out financing and other advisory services. The 2012 Dahl Consulting Agreement had an initial term of twelve months and was not extended upon its expiration in April 2013. | |
In consideration for services rendered under the 2012 Dahl Consulting Agreement, we were to issue Mr. Dahl 2,000,000 shares of our common stock upon signing and 350,000 shares of our common stock for each of the months of April 2012 through March 2013. In March 2013, we issued 6,200,000 shares of our common stock to Mr. Dahl for services valued at $116,000, based on the estimated market value of the shares, in full payment of our obligation under the 2012 Consulting Agreement. | |
Note_14_Legal_Matters
Note 14 - Legal Matters | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 14 - Legal Matters | ' |
NOTE 14 – LEGAL MATTERS | |
On February 27, 2012, the Company was sued by Wayne Caldwell, a former employee claiming he was owed back wages (Wayne Caldwell v. Golden Phoenix Minerals, Inc., case number CV 12 – 00480, in the 2nd Judicial District Court, in and for the County of Washoe, State of Nevada). At a court ordered settlement conference, the parties reached a settlement whereby we agreed to pay Mr. Colwell the sum of $80,000 in satisfaction of all claims. Pursuant to the settlement agreement, we paid Mr. Colwell the sum of $20,000 and agreed to pay the balance of $60,000 prior to August1, 2013. We paid Mr. Colwell $5,000 in September 2013, but have been unable to pay the remaining obligation. | |
On May 22 and 2013, the Company was sued by Pinnacle Minerals Corporation, a Florida corporation, seeking payments allegedly due on the two promissory notes discussed in Note 7 issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture. The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK. We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement. Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013. The parties have agreed to submit the dispute to binding arbitration in Reno, Nevada. No date has been set for the arbitration, and no discovery or other proceedings have yet taken place. We are denying liability in the case and intend to vigorously defend the claims, as well as file a counterclaim and various third-party claims, all of which will be pursued through the arbitration proceedings. | |
Note_15_Supplemental_Statement
Note 15 - Supplemental Statement of Cash Flows Information | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 15 - Supplemental Statement of Cash Flows Information | ' |
NOTE 15 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION | |
During the nine months ended September 30, 2013 and 2012, we made no cash payments for income taxes. | |
During the nine months ended September 30, 2013 and 2012, we made cash payments for interest totaling $2,647 and $35,928, respectively. | |
During the nine months ended September 30, 2013, we had the following non-cash financing and investing activities: | |
· Decreased accrued liabilities by $211,201, increased common stock by $22,200 and increased additional paid-in capital by $189,001 for common shares issued in payment of accrued consulting fees and exploration and evaluation expenses. | |
During the nine months ended September 30, 2012, we had the following non-cash financing and investing activities: | |
· Increased marketable securities and increased other comprehensive income by $139,200 for unrealized gain on marketable securities. | |
· Increased common stock and decreased additional paid-in capital by $2,481 for cashless exercise of warrants. | |
Note_16_Recent_Accounting_Pron
Note 16 - Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 16 - Recent Accounting Pronouncements | ' |
NOTE 16 – RECENT ACCOUNTING PRONOUNCEMENTS | |
In April 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. Under the new standard, an organization will be required to prepare its financial statements using the liquidation basis of accounting when liquidation is “imminent.” Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary bankruptcy). In addition, the new standard provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation method of accounting. The new standard is effective for entities that determine liquidation is imminent during annual periods beginning after December 15, 2013, and interim reporting periods therein. Entities are to apply the requirements prospectively from the day that liquidation becomes imminent, and early adoption is permitted. We are currently unable to determine the impact on our consolidated financial statements of the new standard should we be required to adopt it in the future. | |
Note_17_Subsequent_Events
Note 17 - Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 17 - Subsequent Events | ' |
NOTE 17 – SUBSEQUENT EVENTS | |
On November 5, 2013, we entered into a convertible promissory note with an institutional investor in the principal amount of $15,575, which bears interest at an annual rate of 8% and matures on August 7, 2014. The note has essentially the same terms and features as the convertible notes payable to an institutional investor described in Note 7. |
Note_1_Description_of_Business1
Note 1 - Description of Business and Basis of Financial Statement Presentation: Basis of accounting policy (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Basis of accounting policy | ' |
The interim financial information of the Company as of September 30, 2013 and for the three months and nine months ended September 30, 2013 and 2012 is unaudited, and the balance sheet as of December 31, 2012 is derived from audited financial statements. The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2013. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012. |
Note_3_Mineral_Properties_Sche
Note 3 - Mineral Properties: Schedule of Payments under North Springs Agreement (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Payments under North Springs Agreement | ' | ||
Date | Cash Payment | Common Share Payment | |
First Anniversary of Effective Date | $10,000 | 1,000,000 | |
Second Anniversary of Effective Date | $15,000 | 1,000,000 | |
Third Anniversary of Effective Date | $20,000 | 1,000,000 | |
Fourth Anniversary of Effective Date | $25,000 | 1,000,000 | |
Fifth Anniversary of Effective Date | $30,000 | ||
Six through Tenth Anniversary of Effective Date | $50,000 | ||
Eleventh through Fifteenth Anniversary of Effective Date | $75,000 | ||
Sixteenth and Each Subsequent Anniversary of Effective Date | $100,000 |
Note_3_Mineral_Properties_Sche1
Note 3 - Mineral Properties: Schedule Of Exploration And Evaluation Expenses (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule Of Exploration And Evaluation Expenses | ' | ||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||
2013 | 2012 | 2013 | 2012 | ||
Santa Rosa | $ - | $ - | $ - | $ 64,516 | |
Mhakari Properties | 15,000 | - | 125,900 | - | |
North Springs Properties | 2,240 | - | 13,640 | - | |
General and other | - | 84,081 | - | 249,767 | |
Total | $ 17,240 | $ 84,081 | $ 139,540 | $ 314,283 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment: Schedule Of Property And Equipment (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule Of Property And Equipment | ' | ||
30-Sep-13 | 31-Dec-12 | ||
Computer equipment | $ 2,736 | $ 7,924 | |
Support equipment | 39,932 | 39,932 | |
Drilling equipment | - | 141,601 | |
Office furniture and equipment | - | 7,459 | |
42,668 | 196,916 | ||
Less accumulated depreciation and amortization | -41,452 | -124,532 | |
$ 1,216 | $ 72,384 | ||
Note_6_Accrued_Liabilities_Sch
Note 6 - Accrued Liabilities: Schedule of Accrued Liabilities (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Accrued Liabilities | ' | ||
30-Sep-13 | 31-Dec-12 | ||
Accrued payroll and related | $ 95,143 | $ 124,112 | |
Liabilities assumed in Ra Minerals acquisition | 172,542 | 178,018 | |
Put option liability | 120,000 | 120,000 | |
Legal and consulting fees | 209,350 | 275,760 | |
Other | 51,543 | 41,042 | |
$ 648,578 | $ 738,932 |
Note_7_Notes_Payable_Schedule_
Note 7 - Notes Payable: Schedule of Debt (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Debt | ' | ||
30-Sep-13 | 31-Dec-12 | ||
Note payable to Komatsu Equipment Company, with principal payments of $58,486 on June 30, 2008, $58,486 on June 30, 2009, and $58,485 on June 30, 2010, with interest at 8%, unsecured | $ 175,457 | $ 175,457 | |
Convertible note payable to an institutional investor, with interest at 8% per annum, payable March 6, 2014, net of discount of $24,109 | 18,391 | - | |
Convertible note payable to an institutional investor, with interest at 8% per annum, payable May 27, 2014, net of discount of $27,941 | 4,559 | - | |
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012 | 500,000 | 500,000 | |
Convertible note payable to SV, non-interest bearing, payable September 30, 2012 | 413,223 | 413,223 | |
Note payable to Pinnacle, non-interest bearing, payable in scheduled monthly payments ranging from $15,000 to $30,000 through August 2012 | 190,000 | 190,000 | |
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013 | 250,000 | 250,000 | |
Capital lease payable to Heartland Wisconsin Corp., repaid in 2013 | - | 5,595 | |
$ 1,551,630 | $ 1,534,275 |
Note_7_Notes_Payable_Schedule_1
Note 7 - Notes Payable: Schedule of Convertible Note Activity (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Convertible Note Activity | ' | |||
Derivative Liability | Debt Discount | Loss on Derivative Liability | ||
Derivative liability at inception of the note | $ 97,988 | $ (74,593) | $ (23,395) | |
Gain on derivative liability | (945) | -407 | 1,352 | |
Amortization of debt discount to interest expense | - | 22,950 | - | |
Balance at September 30, 2013 | $ 97,043 | $ 52,050 | $ (22,043) |
Note_7_Notes_Payable_Schedule_2
Note 7 - Notes Payable: Schedule of Fair Value of Convertible Note (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Fair Value of Convertible Note | ' | ||
Risk-free interest rate | 0.10 – | 0.40% | |
Expected life in years | 0.76 – | 0.43 | |
Dividend yield | 0% | ||
Expected volatility | 204.08 – | 310.37% |
Note_10_Stock_Warrants_Schedul
Note 10 - Stock Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||
Weighted Average | |||
Shares | Exercise Price | ||
Outstanding, December 31, 2012 | 34,083,333 | $ 0.08 | |
Granted | - | ||
Canceled / Expired | -6,583,333 | $ 0.17 | |
Exercised | - | ||
Outstanding, vested and exercisable September 30, 2013 | 27,500,000 | $ 0.06 | |
Note_10_Stock_Warrants_Schedul1
Note 10 - Stock Warrants: Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock | ' | ||
Expiration Date | Price | Number | |
2013 | $ 0.125 | 750,000 | |
2014 | $ 0.12 | 1,000,000 | |
2014 | $ 0.125 | 2,750,000 | |
2014 | $ 0.04 | 8,500,000 | |
2015 | $ 0.05 | 4,000,000 | |
2017 | $ 0.06 | 2,500,000 | |
2017 | $ 0.04 | 4,000,000 | |
2017 | $ 0.08 | 4,000,000 | |
27,500,000 | |||
Note_11_Stockbased_Compensatio1
Note 11 - Stock-based Compensation: Schedule of Fair Value of Stock Options (Tables) | 9 Months Ended | |
Sep. 30, 2013 | ||
Tables/Schedules | ' | |
Schedule of Fair Value of Stock Options | ' | |
Risk-free interest rate | 0.41% | |
Expected life in years | 5 | |
Dividend yield | 0% | |
Expected volatility | 149.42% | |
Note_11_Stockbased_Compensatio2
Note 11 - Stock-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Aggregate Intrinsic Value | ||
Outstanding at December 31, 2012 | 7,850,000 | $ 0.11 | |||
Granted | 600,000 | $ 0.004 | |||
Exercised | - | ||||
Expired or cancelled | -2,350,000 | $ 0.13 | |||
Outstanding, vested and exercisable at September 30, 2013 | 6,100,000 | $ 0.09 | 2.55 | $ - |
Note_2_Going_Concern_Details
Note 2 - Going Concern (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Accumulated deficit | $62,534,319 | $61,901,365 |
Total stockholders' deficit | $3,743,479 | $3,324,009 |
Note_3_Mineral_Properties_Mina
Note 3 - Mineral Properties: Mina Santa Rosa (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Jan. 13, 2013 | Jul. 23, 2012 | Dec. 31, 2011 | ||
Details | ' | ' | ' | ' | ' | ' | |
Cash to be paid over a period of approximately 12 to 15 months | ' | ' | ' | ' | ' | $20,500,000 | |
Shares of the Company's common stock value | ' | ' | ' | ' | ' | 4,500,000 | [1] |
Ownership interest to be released | ' | ' | ' | ' | ' | 15.00% | |
Rescission payments due to company | ' | ' | ' | ' | 4,100,000 | ' | |
Consideration for timely rescission payments | ' | ' | ' | ' | 750,000 | ' | |
Cancellation of shares | 25,000,001 | ' | ' | ' | ' | ' | |
Extinguishment of the outstanding loan payable to Silver Global | ' | ' | ' | ' | 500,000 | ' | |
Rescission payments received by company | ' | ' | ' | ' | 350,000 | ' | |
Rescission Of Joint Venture Legal Fees | 6,305 | ' | ' | ' | ' | ' | |
Gain on rescission of joint venture agreement | 843,695 | 843,695 | 843,695 | ' | ' | ' | |
RescissionAgreementJanuary132013Payment | ' | ' | ' | $1,000,000 | ' | ' | |
[1] | (at an agreed upon value of $0.18 per share) |
Note_3_Mineral_Properties_Vand
Note 3 - Mineral Properties: Vanderbilt, Coyote Fault and Coyote Fault Extension Properties, Esmeralda County, Nevada (Details) (USD $) | Feb. 26, 2013 |
Details | ' |
Option to acquire up to an undivided interest in the Mhakari Properties | 80.00% |
Option to acquire Mhakari Properties Cash Payments Consideration | $25,500 |
Option to acquire Mhakari Properties Cash Payable Upon Execution | 20,000 |
Option to acquire Mhakari Properties Cash Payable Within 60 Days | 5,500 |
Option to acquire Mhakari Properties Cash Payable On 6 Month Anniversary | 15,000 |
Option to acquire Mhakari Properties Cash Payable On 15 Month Anniversary | 50,000 |
Option to acquire Mhakari Properties Equity Payments Common Shares | 8,000,000 |
Option to acquire Mhakari Properties Equity Payments Common Shares 4 Month Anniversayr | 7,000,000 |
Option to acquire Mhakari Properties Equity Payments Common Shares 12 Month Anniversayr | 5,000,000 |
Option to acquire Mhakari Properties Work Commitment exploration and development expenditures | 500,000 |
Option to acquire Mhakari Properties Work Commitment exploration and development expenditures 18 to 30 Months from date of agreement | 500,000 |
Option to acquire Mhakari Properties Work Commitment exploration and development expenditures aggregate 48 months from date of agreement | 2,000,000 |
Option to acquire Mhakari Properties Work Commitment Safely Enhancement Annual Earmark | $10,000 |
Note_3_Mineral_Properties_Deta
Note 3 - Mineral Properties (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Advance royalty payments | $5,000 |
Shares issued per North Springs Agreement | 1,000,000 |
Minimum annual work 1st Year | 10,000 |
Minimum annual work 5th Year and thereafter | $100,000 |
Note_3_Mineral_Properties_Sche2
Note 3 - Mineral Properties: Schedule of Payments under North Springs Agreement (Details) (USD $) | 48 Months Ended | ||||||
Jun. 17, 2028 | Jun. 17, 2023 | Jun. 17, 2029 | Jun. 17, 2018 | Jun. 17, 2017 | Jun. 17, 2016 | Jun. 17, 2015 | |
Details | ' | ' | ' | ' | ' | ' | ' |
Cash Payment | ' | ' | $100,000 | $30,000 | $25,000 | $20,000 | $15,000 |
Common Shares Payment | ' | ' | ' | ' | 1,000,000 | 1,000,000 | 1,000,000 |
Additional Cash Payment | $75,000 | $50,000 | ' | ' | ' | ' | ' |
Note_3_Mineral_Properties_Sche3
Note 3 - Mineral Properties: Schedule Of Exploration And Evaluation Expenses (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Exploration and evaluation expenses | $17,240 | $84,081 | $139,540 | $314,283 |
Mina Santa Rosa | ' | ' | ' | ' |
Exploration and evaluation expenses | ' | ' | ' | 64,516 |
Mhakari Properties | ' | ' | ' | ' |
Exploration and evaluation expenses | 15,000 | ' | 125,900 | ' |
North Springs | ' | ' | ' | ' |
Exploration and evaluation expenses | 2,240 | ' | 13,640 | ' |
General and other | ' | ' | ' | ' |
Exploration and evaluation expenses | ' | $84,081 | ' | $249,767 |
Note_4_Marketable_Securities_D
Note 4 - Marketable Securities (Details) | Sep. 30, 2013 |
Details | ' |
Shares of American Mining Corporation common stock | 1,250,000 |
Shares of Win-Eldrich Mines Ltd ('WEX') common stock | 3,000,000 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment: Schedule Of Property And Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment, Gross | $42,668 | $196,916 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -41,452 | -124,532 |
Property and equipment, net (substantially all held for sale) | 1,216 | 72,384 |
Computer Equipment | ' | ' |
Property, Plant and Equipment, Gross | 2,736 | 7,924 |
DrillingEquipmentMember | ' | ' |
Property, Plant and Equipment, Gross | 39,932 | 39,932 |
SupportEquipmentMember | ' | ' |
Property, Plant and Equipment, Gross | ' | 141,601 |
Office Furniture And Equipment | ' | ' |
Property, Plant and Equipment, Gross | ' | $7,459 |
Note_6_Accrued_Liabilities_Sch1
Note 6 - Accrued Liabilities: Schedule of Accrued Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accrued liabilities | $648,578 | $738,932 |
Accrued payroll and related | ' | ' |
Accrued liabilities | 95,143 | 124,112 |
Liabilities assumed in Ra acquisition | ' | ' |
Accrued liabilities | 172,542 | 178,018 |
Put option liability | ' | ' |
Accrued liabilities | 120,000 | 120,000 |
Legal and consulting fees | ' | ' |
Accrued liabilities | 209,350 | 275,760 |
Other | ' | ' |
Accrued liabilities | $51,543 | $41,042 |
Note_7_Notes_Payable_Schedule_3
Note 7 - Notes Payable: Schedule of Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Long-term Debt | $1,551,630 | $1,534,275 |
KomatsuEqiupmentNoteMember | ' | ' |
Long-term Debt | 175,457 | 175,457 |
Institutional Investor | ' | ' |
Long-term Debt | 18,391 | ' |
Institutional Investor 2 | ' | ' |
Long-term Debt | 4,559 | ' |
SVNote1Member | ' | ' |
Long-term Debt | 500,000 | 500,000 |
SVNote2Member | ' | ' |
Long-term Debt | 413,223 | 413,223 |
PinnacleMember | ' | ' |
Long-term Debt | 190,000 | 190,000 |
PinnacleConvertibleNoteMember | ' | ' |
Long-term Debt | 250,000 | 250,000 |
CapitalLeaseHeartlandWisconsinMember | ' | ' |
Long-term Debt | ' | $5,595 |
Note_7_Notes_Payable_Details
Note 7 - Notes Payable (Details) (USD $) | 1 Months Ended | ||||
Aug. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Aug. 22, 2013 | Jun. 04, 2013 | |
Debt Issuance Cost | $3,000 | $3,000 | ' | ' | ' |
Derivative Liability, Notional Amount | ' | ' | ' | 55,894 | 42,093 |
Debt Instrument, Unamortized Discount | ' | ' | ' | 32,500 | ' |
Convertible notes accrued interest payable | ' | ' | 1,377 | ' | ' |
Institutional Investor | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | $32,500 | $42,500 |
Interest Rate | ' | ' | ' | 8.00% | 8.00% |
Note_7_Notes_Payable_Schedule_4
Note 7 - Notes Payable: Schedule of Convertible Note Activity (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative liability at inception | ($23,395) |
Derivative Liability Loss | 1,352 |
Amortization of debt discount to interest expense | -22,950 |
LossOnDerivativeLiability | -22,043 |
Derivative Liability | ' |
Derivative liability at inception | 97,988 |
Derivative Liability Loss | -945 |
LossOnDerivativeLiability | 97,043 |
Debt Discount | ' |
Derivative liability at inception | -74,593 |
Derivative Liability Loss | -407 |
Amortization of debt discount to interest expense | 22,950 |
LossOnDerivativeLiability | $52,050 |
Note_7_Notes_Payable_Schedule_5
Note 7 - Notes Payable: Schedule of Fair Value of Convertible Note (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Minimum | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.10% |
Fair Value Assumptions, Expected Term | '9 months 4 days |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Volatility Rate | 204.08% |
Maximum | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.40% |
Fair Value Assumptions, Expected Term | '5 months 5 days |
Fair Value Assumptions, Expected Volatility Rate | 310.37% |
Note_8_Amounts_Due_Related_Par1
Note 8 - Amounts Due Related Party (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Related party note principal | $115,066 | ' |
Related party accrued interest payable | $12,673 | $7,509 |
Note_9_Stockholders_Equity_Det
Note 9 - Stockholders' Equity (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | |
Preferred stock shares authorized | 50,000,000 | ' | ' | 50,000,000 |
Common stock shares authorized | 800,000,000 | ' | ' | 800,000,000 |
Common stock par value | $0.00 | ' | ' | $0.00 |
Common Shares Issued For Services | 22,200,000 | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 26,617,377 | ' | ' |
Development Stage Entities, Stock Issued, Shares, Issued for Cash | ' | 24,136,364 | ' | ' |
Development Stage Entities, Stock Issued, Value, Issued for Cash | ' | $412,500 | ' | ' |
Shares Issued For Cashless Exercise of Warrants | ' | 2,481,013 | ' | ' |
Development Stage Entities, Stock Issued, Value, Issued for Noncash Consideration | ' | 2,481 | ' | ' |
Treasury stock shares | 415,392 | ' | ' | 415,392 |
Treasury stock, 415,392 shares at cost | 49,008 | ' | 49,008 | 49,008 |
Services - Jeffrey Dahl | ' | ' | ' | ' |
Common Shares Issued For Services | 6,200,000 | ' | ' | ' |
Common Shares Issued For Services Value | 116,000 | ' | ' | ' |
Exploration and Evaluation Expenses | ' | ' | ' | ' |
Common Shares Issued For Services | 16,000,000 | ' | ' | ' |
Common Shares Issued For Services Value | $95,200 | ' | ' | ' |
Note_10_Stock_Warrants_Schedul2
Note 10 - Stock Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | ||
Details | ' | ' | |
Common stock warrants outstanding | 27,500,000 | 34,083,333 | |
Common Stock Warrants Outstanding Weighted Average Price | $0.06 | $0.08 | |
Common stock warrants canceled / expired | -6,583,333 | [1] | ' |
[1] | Weighted average exercise price of $0.06 |
Note_10_Stock_Warrants_Schedul3
Note 10 - Stock Warrants: Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock (Details) (USD $) | Sep. 30, 2013 |
Outstanding Warrants To Purchase Common Stock | 27,500,000 |
Outstanding Warrants Group 1 | ' |
Exercise Price Per Share | 0.125 |
Outstanding Warrants To Purchase Common Stock | 750,000 |
Outstanding Warrants Group 4 | ' |
Exercise Price Per Share | 0.12 |
Outstanding Warrants To Purchase Common Stock | 1,000,000 |
Outstanding Warrants Group 5 | ' |
Exercise Price Per Share | 0.125 |
Outstanding Warrants To Purchase Common Stock | 2,750,000 |
Outstanding Warrants Group 6 | ' |
Exercise Price Per Share | 0.04 |
Outstanding Warrants To Purchase Common Stock | 8,500,000 |
Outstanding Warrants Group 7 | ' |
Exercise Price Per Share | 0.05 |
Outstanding Warrants To Purchase Common Stock | 4,000,000 |
Outstanding Warrants Group 8 | ' |
Exercise Price Per Share | 0.06 |
Outstanding Warrants To Purchase Common Stock | 2,500,000 |
Outstanding Warrants Group 9 | ' |
Exercise Price Per Share | 0.04 |
Outstanding Warrants To Purchase Common Stock | 4,000,000 |
Outstanding Warrants Group 10 | ' |
Exercise Price Per Share | 0.08 |
Outstanding Warrants To Purchase Common Stock | 4,000,000 |
Note_11_Stockbased_Compensatio3
Note 11 - Stock-based Compensation (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Details | ' | ' |
Stock-based compensation expense | $2,283 | $0 |
Stock Options Granted to an officer and director | 600,000 | ' |
Stock Options Granted to an officer and director exercise price | $0.00 | ' |
Stock Options Granted to an officer and director fair value exercise price | $0.00 | ' |
Closing stock price | $0.00 | ' |
Note_11_Stockbased_Compensatio4
Note 11 - Stock-based Compensation: Schedule of Fair Value of Stock Options (Details) (Stock Based Compensation) | 9 Months Ended |
Sep. 30, 2013 | |
Stock Based Compensation | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.41% |
Fair Value Assumptions, Expected Term | '5 years |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Weighted Average Volatility Rate | 149.42% |
Note_11_Stockbased_Compensatio5
Note 11 - Stock-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 6,100,000 | 7,850,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $0.11 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 600,000 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.00 | ' |
Stock Granted, Value, Share-based Compensation, Forfeited | ($2,350,000) | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $0.13 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $0.09 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | '2 years 6 months 18 days | ' |
Note_12_Earnings_loss_Per_Shar1
Note 12 - Earnings (loss) Per Share (Details) | Sep. 30, 2013 |
Details | ' |
Outstanding options and warrants | 33,600,000 |
Note_13_Consulting_Agreements_
Note 13 - Consulting Agreements (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2013 | Sep. 30, 2013 | Dec. 07, 2011 | |
Details | ' | ' | ' |
Accrued monthly compensation July through November 2011 - Donald B. Gunn | ' | ' | $3,000 |
Accrued monthly compensation December 2011 forward - Donald B. Gunn | ' | ' | 6,000 |
Gauger Monthly Fee Through June 2013 | ' | 5,000 | ' |
Gauger Monthly Fee Remainder Of Contract | ' | 7,500 | ' |
Dahl Two Year Warrant For Purchase Of Common Shares | ' | 250,000 | ' |
Dahl Two Year Warrant For Purchase Of Common Shares Exercise Price | ' | $0.13 | ' |
Warrants Issued Dahl Consulting Agreement 2012 | ' | 2,000,000 | ' |
Warrants Issued Dahl Consulting Agreement 2012 In March and April | ' | 350,000 | ' |
Shares Issued Dahl Consulting Agreement | 6,200,000 | ' | ' |
Shares Issued Dahl Consulting Agreement Value | $116,000 | ' | ' |
Note_14_Legal_Matters_Details
Note 14 - Legal Matters (Details) (USD $) | 1 Months Ended | |
Sep. 30, 2013 | Feb. 27, 2012 | |
Details | ' | ' |
Legal Settlement Payment to Former Employee | ' | $80,000 |
Legal Settlement Payment to Former Employee - Initial Payment | ' | 20,000 |
Legal Settlement Payment to Former Employee - Balance Payment | $5,000 | ' |
Note_15_Supplemental_Statement1
Note 15 - Supplemental Statement of Cash Flows Information (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Details | ' | ' |
Cash payments for interest | $2,647 | $35,928 |
Decreased accrued liabilities | 211,201 | ' |
Increase Common Stock | 22,200 | ' |
Increased additional paid-in capital | 189,001 | ' |
Increased marketable securities and decreased other comprehensive loss | 139,200 | ' |
Increased common stock and decreased additional paid-in capital | $2,481 | ' |
Note_17_Subsequent_Events_Deta
Note 17 - Subsequent Events (Details) (USD $) | Nov. 05, 2013 |
Details | ' |
Convertible promissory note | $15,575 |
Convertible promissory note interest rate | 8.00% |