Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 12, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GOLDEN PHOENIX MINERALS INC | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001042784 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 456,773,907 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Incorporation, Date of Incorporation | 30-May-08 | ' |
Entity Incorporation, State Country Name | 'Nevada | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,337,678 | $4,925 |
Prepaid expenses and other current assets | 217,928 | 2,515 |
Marketable securities | ' | ' |
Total current assets | 1,555,606 | 7,440 |
Property and equipment, net (substantially all held for sale) | 532 | 988 |
Debt issuance costs | ' | 4,719 |
Total assets | 1,556,138 | 13,147 |
Current liabilities: | ' | ' |
Accounts payable | 793,948 | 1,480,154 |
Accrued liabilities | 330,780 | 493,337 |
Accrued interest payable | 17,837 | 108,738 |
Notes payable | 1,353,223 | 1,561,124 |
Amounts due to related party | 115,066 | 115,066 |
Deposits | ' | 31,000 |
Derivative liability | ' | 136,765 |
Total current liabilities | 2,610,854 | 3,926,184 |
Commitments and contingencies | ' | ' |
Stockholders' deficit: | ' | ' |
Preferred stock, no par value, 50,000,000 shares authorized, none issued | ' | ' |
Common stock; $0.001 par value, 800,000,000 shares authorized, 456,773,907 and 401,082,293 shares issued and outstanding, respectively | 456,774 | 401,082 |
Additional paid-in capital | 58,759,953 | 58,398,611 |
Treasury stock, 415,392 shares at cost | -49,008 | -49,008 |
Accumulated deficit | -60,222,435 | -62,663,722 |
Total stockholders' deficit | -1,054,716 | -3,913,037 |
Total liabilities and stockholders' equity (deficit) | $1,556,138 | $13,147 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets Parenthetical (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
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 shares issued | 456,773,907 | 401,082,293 |
Common stock shares outstanding | 456,773,907 | 401,082,293 |
Treasury stock shares | 415,392 | 415,392 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Condensed Consolidated Statements of Operations | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Exploration and evaluation expenses | 85,066 | 81,700 | 117,566 | 122,300 |
General and administrative expenses | 149,085 | 149,528 | 276,539 | 304,135 |
Depreciation and amortization expense | 228 | 628 | 456 | 4,711 |
Total operating costs and expenses | 234,379 | 231,856 | 394,560 | 431,146 |
Loss from operations | -234,379 | -231,856 | -394,561 | -431,146 |
Interest and other income | 211 | 14 | 211 | 48 |
Interest expense | -1,976 | -11,115 | -45,282 | -17,408 |
Loss on derivative liability | ' | -57,294 | -445,881 | -57,294 |
Foreign currency gain (loss) | -7,346 | 7,446 | 807 | 12,135 |
Gain on disposition of assets | 2,260,349 | ' | 2,509,885 | ' |
Gain on extinguishment of debt | 313,043 | 1,600 | 816,108 | 35,039 |
Total other income (expense) | 2,564,281 | -59,349 | 2,835,848 | -27,480 |
Income (loss) before income taxes | 2,329,902 | -291,205 | 2,441,287 | -458,626 |
Provision for income taxes | ' | ' | ' | ' |
Net income (loss) | $2,329,902 | ($291,205) | $2,441,287 | ($458,626) |
Income (loss) per common share: Basic | $0.01 | $0 | $0.01 | $0 |
Income (loss) per common share: Diluted | $0.01 | $0 | $0.01 | $0 |
Weighted average number of common shares outstanding: Basic | 451,298,074 | 381,502,066 | 442,741,935 | 375,848,287 |
Weighted average number of common shares outstanding: Diluted | 455,790,382 | 381,502,066 | 447,747,649 | 375,848,287 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $2,441,287 | ($458,626) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 456 | 4,711 |
Stock-based compensation | ' | 2,283 |
Common stock issued for exploration and evaluation expenses | 35,300 | ' |
Common stock issued for services | 5,250 | ' |
Amortization of debt issuance costs to interest expense | 4,719 | 284 |
Amortization of debt discount to interest expense | 12,626 | 4,173 |
Loss on derivative liability | 445,881 | 57,294 |
Gain on disposition of assets | -2,509,885 | ' |
Gain on extinguishment of debt | -816,108 | -35,039 |
Changes in operating assets and liabilities: | ' | ' |
(Increase) decrease in prepaid expenses and other current assets | -215,413 | 4,678 |
Increase (decrease) in accounts payable | -364,158 | 22,571 |
Increase (decrease) in accrued liabilities | -137,012 | 112,275 |
Net cash used in operating activities | -1,097,057 | -285,396 |
Cash flows from investing activities: | ' | ' |
Proceeds from the disposition of assets, net of fees and costs | 2,478,885 | ' |
Net cash provided by investing activities | 2,478,885 | ' |
Cash flows from financing activities: | ' | ' |
Proceeds from the issuance of common stock | 10,000 | ' |
Proceeds from the issuance of debt | ' | 42,500 |
Payment of debt issuance costs | ' | -3,000 |
Payments of notes payable | -59,075 | -5,595 |
Net cash provided by (used in) financing activities | -49,075 | 33,905 |
Net increase (decrease) in cash | 1,332,753 | -251,491 |
Cash, beginning of the period | 4,925 | 287,704 |
Cash, end of the period | $1,337,678 | $36,213 |
Note_1_Description_of_Business
Note 1 - Description of Business and Basis of Financial Statement Presentation | 6 Months Ended |
Jun. 30, 2014 | |
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 on our properties in Nevada. | |
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 June 30, 2014 and for the three months and six months ended June 30, 2014 and 2013 is unaudited, and the balance sheet as of December 31, 2013 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, 2013. In the opinion of management, all adjustments 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 six months ended June 30, 2014 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2014. 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, 2013. | |
Certain amounts in the condensed consolidated financial statements for the three and six months ended June 30, 2013 have been reclassified to conform to the current period presentation. |
Note_2_Going_Concern
Note 2 - Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
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 $60,222,435 and a total stockholders’ deficit of $1,054,716 at June 30, 2014. We currently have no operating revenues. | |
We completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $2,600,000$US 2.6 million. In February 2014, we received $260,000 of the sales proceeds and received the balance of $2,340,000 on April 23, 2014, net of certain fees and taxes. This funding will help capitalize the Company, extinguish certain liabilities and provide working capital to commence planned exploration activities on our joint-ventured Nevada properties. | |
As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we have entered into options and agreements for the acquisition of our Nevada mineral properties. None of these mineral properties currently have proven or probable reserves. We believe 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 at favorable rates or at all, or that any of these mineral properties will ultimately attain a successful level of operations. 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 substantial 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 | 6 Months Ended | ||
Jun. 30, 2014 | |||
Notes | ' | ||
Note 3 - Mineral Properties | ' | ||
NOTE 3 – MINERAL PROPERTIES | |||
Our current efforts are focused on our mining properties in Nevada. Because of lack of funds and scaling back our operations, we allowed the remainder of our mineral property claims interests to lapse in 2013. | |||
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 Gold (Nevada) Inc. (“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 and $5,500 within 60 days thereafter; $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month and 9 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement. | |||
Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement; an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement; 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 are current on our obligations under the Amended and Restated Option Agreement. | |||
North Springs Properties | |||
The North Springs Properties consist of a large, bulk-tonnage and a high-grade vein-shear hosted gold system located along the western margin of the Mineral Ridge Mining District, approximately 8 miles west of the town of Silver Peak and 3 miles west of the Mineral Ridge open pit and underground mines. This property consists of 16 unpatented lode mining claims comprised of 320 acres. | |||
Both the North Springs Properties and the Mineral Ridge deposits are situated along a regional northwest trending, large anticline known as the Mineral Ridge Metamorphic Core Complex. This complex contains extensive high-grade gold veins (52 miles of underground workings on low-angle veins) and stacked, low angle, shear zones, which has been open pit mined in several deposits. The North Springs Properties occupies very similar geology, alteration and mineralization, geochemistry and structural setting to the Mineral Ridge deposits. Sampling to date has identified gold mineralization up to 0.8 ounces per ton from surface workings. The North Springs Properties contain several untested gold targets that include open-pit, disseminated mineralization and high-grade shear zones and feeder veins, such as those that have been mined by several mining companies at the nearby Mineral Ridge deposits. We plan exploration activities on the North Springs Properties in the near future as funding permits. | |||
Exploration and Mining Lease with Options to Purchase Agreement | |||
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 the 16 unpatented lode mining claims comprising the North Springs Properties on BLM lands in Esmeralda County, Nevada, located near the operating Mineral Ridge gold project. 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 shares | |
Second Anniversary of Effective Date | $15,000 | 1,000,000 shares | |
Third Anniversary of Effective Date | $20,000 | 1,000,000 shares | |
Fourth Anniversary of Effective Date | $25,000 | 1,000,000 shares | |
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 of the date of filing this report, we are current on our obligations under the Amended and Restated Option Agreement. | |||
Sale of Interest in Santa Rosa Gold Mine | |||
We have completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $2,600,000$US 2.6 million. In February 2014, we received $260,000 of the sales proceeds and received the balance of $2,340,000on April 23, 2014, net of certain fees and taxes. As a result, we recognized a gain on disposition of assets of $2,457,885 in the three months and six months ended June 30, 2014. | |||
In September 2011, the Company and its partner formed a Panamanian corporation, subsequently renamed Vera Gold Corporation (“Vera Gold”), for the purpose of developing and operating mining concessions pertaining to the Santa Rosa Gold Mine located in the Province of Veraguas, Panama. Pursuant to an agreement entered into in July 2012, the Company and its partner agreed to terminate the original agreement to develop the Santa Rosa Gold Mine, and the Company retained a 10% interest in Vera Gold. On February 12, 2014, the Company completed negotiations for a Share Purchase Agreement, whereby it sold its 10% ownership in Vera Gold to certain foreign investors for US$2.6 million. | |||
Exploration and evaluation expenses related to our Mhakari and North Springs Properties included in our consolidated statements of operations were $85,066 and $81,700 for the three months ended June 30, 2014 and 2013, respectively, and $117,566 and $122,300 for the six months ended June 30, 2014 and 2013, respectively. |
Note_4_Marketable_Securities_A
Note 4 - Marketable Securities And Sale Of Royalty Interest | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 4 - Marketable Securities And Sale Of Royalty Interest | ' |
NOTE 4 – MARKETABLE SECURITIES AND SALE OF ROYALTY INTEREST | |
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. | |
Pursuant to a Shares Purchase Agreement dated January 31, 2014, we sold the WEX shares for $7,000, and included this amount in gain on disposition of assets for the three months and six months ended June 30, 2014. | |
There is limited trading of the AMC shares and no market for the AMC shares has developed. After considering the lack of operations of AMC and 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 June 30, 2014 and December 31, 2013 should be fully impaired and that the impairment loss is other-than-temporary. | |
On January 31, 2014, we sold for $45,000 our net smelter royalty return (“NSR”) interest relating to the operations conducted by or on behalf of the Ashdown Project LLC and included this amount in gain on disposition of assets for the three months and six months ended June 30, 2014. We acquired the NSR pursuant to the sale of our ownership interest in the Ashdown Project in May 2009 and a subsequent Termination, Settlement and Release Agreement entered into in August 2011. |
Note_5_Accrued_Liabilities
Note 5 - Accrued Liabilities | 6 Months Ended | ||
Jun. 30, 2014 | |||
Notes | ' | ||
Note 5 - Accrued Liabilities | ' | ||
NOTE 5 – ACCRUED LIABILITIES | |||
Accrued liabilities consisted of the following at: | |||
30-Jun-14 | 31-Dec-13 | ||
Accrued payroll and related | $ 17,500 | $ 92,643 | |
Liabilities assumed in Ra Minerals acquisition | 166,280 | 166,901 | |
Put option liability | - | 120,000 | |
Legal and consulting fees | 45,000 | 45,000 | |
Other | 102,000 | 68,793 | |
$ 330,780 | $ 493,337 |
Note_6_Notes_Payable
Note 6 - Notes Payable | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Notes | ' | |||||
Note 6 - Notes Payable | ' | |||||
NOTE 6 – NOTES PAYABLE | ||||||
Our notes payable consisted of the following at: | ||||||
30-Jun-14 | 31-Dec-13 | |||||
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012, currently in default | $ 500,000 | $ 500,000 | ||||
Convertible note payable to SV, non-interest bearing, payable September 30, 2012, currently in default | 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, currently in default | 190,000 | 190,000 | ||||
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013, currently in default | 250,000 | 250,000 | ||||
Note payable to an equipment supplier, extinguished in 2014 | - | 175,457 | ||||
Convertible notes payable to an institutional investor, net of discount, repaid in 2014 | - | 32,444 | ||||
$ 1,353,223 | $ 1,561,124 | |||||
Convertible Notes Payable to Institutional Investor | ||||||
On June 4, 2013, August 22, 2013, November 5, 2013, and November 15, 2013, we entered into convertible promissory notes payable to an institutional investor (“investor”) for $42,500, $32,500, $15,575, and $11,000, respectively, (“Convertible Notes”), which bore interest at an annual rate of 8% and were to mature on March 6, 2014, May 27, 2014, August 7, 2014, and August 19, 2014, respectively. The investor had 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 had the option to 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 increased 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 had no right of prepayment. | ||||||
At the inception of the June 4, 2013 Convertible Note of $42,500, we recorded debt issuance costs of $3,000 and a debt discount and a derivative liability of $42,093 related to the conversion feature. In December 2013, we paid $14,815 principal and, in December 2013 and January 2014, the investor converted $27,685 principal and $1,700 accrued interest into shares of our common stock, extinguishing the obligation in full. | ||||||
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 related to the conversion feature. In February 2014, we extinguished the obligation in full by payment of $32,500 principal and $1,268 in accrued interest. | ||||||
At the inception of the November 5, 2013 Convertible Note, we recorded debt issuance costs of $1,500, a debt discount of $15,575 and a derivative liability of $35,765 related to the conversion feature. In February 2014, we extinguished the obligation in full by payment of $15,575 principal and $369 in accrued interest. | ||||||
At the inception of the November 15, 2013 Convertible Note, we recorded debt issuance costs of $1,500, a debt discount of $11,000 and a derivative liability of $17,238 related to the conversion feature. In February 2014, we extinguished the obligation in full by payment of $11,000 principal and $236 in accrued interest. | ||||||
Interest expense for the amortization of the debt discount was calculated on a straight-line basis over the life of the Convertible Notes and totaled $12,626 for the six months ended June 30, 2014. | ||||||
During the six months ended June 30, 2014, we had the following activity in the accounts related to the Convertible Notes: | ||||||
Derivative Liability | Debt Discount | Loss on Derivative Liability | Gain on Extinguishment of Debt | Interest Expense | ||
Balance at December 31, 2013 | $ 136,765 | $ (42,316) | $ - | $ - | $ - | |
Adjustment to derivative liability | 445,881 | - | (445,881) | - | - | |
Amortization of debt discount to interest expense | - | 12,626 | - | - | -12,626 | |
Repayment of debt | -582,646 | 29,690 | - | 503,065 | - | |
Balance at June 30, 2014 | $ - | $ - | ($445,881) | $ 503,065 | $ (12,626) | |
In estimating the fair value of the derivative and calculating the adjustment to the derivative liability during the six months ended June 30, 2014, we used the Black-Scholes pricing model with the following range of assumptions: | ||||||
Risk-free interest rate | 0.08 –0.025% | |||||
Expected life in years | 0.48 - 0.12 | |||||
Dividend yield | 0% | |||||
Expected volatility | 274.75 – 376.38% | |||||
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 13). | ||||||
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 actions discussed in Note 13. We are currently unable to predict the ultimate outcome of these matters. |
Note_7_Amounts_Due_Related_Par
Note 7 - Amounts Due Related Party | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 7 - Amounts Due Related Party | ' |
NOTE 7 – 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 June 30, 2014 and December 31, 2014, the note payable had a principal balance of $115,066, and related accrued interest payable was $17,837 and $14,413, respectively. |
Note_8_Stockholders_Equity
Note 8 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 8 - Stockholders' Equity | ' |
NOTE 8 – STOCKHOLDERS’ DEFICIT | |
We have 50,000,000 shares of no par value, non-voting convertible preferred stock authorized. As of June 30, 2014 and December 31, 2013, 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 six months ended June 30, 2014, we issued a total of 55,691,614 shares of our common stock: 37,191,614 shares valued at $67,276 for conversion of debt (Note 6); 6,000,000 shares valued at $35,300 for exploration and evaluation expenses pursuant to our mineral property option agreements (Note 3); 5,000,000 shares for cash of $10,000; 6,000,000 shares valued at $21,600 for accrued liabilities; and 1,500,000 shares valued at $5,250 for contract services of officers and directors. | |
During the six months ended June 30, 2013, we issued a total of 14,200,000 shares of our common stock: 6,200,000 shares valued at $116,000 to a director in accordance with a consulting agreement with him and 8,000,000 shares valued at $44,000 for exploration and evaluation expenses. | |
On April 21, 2014 we completed a Stock Purchase Agreement entered into on January 31, 2014 with an investor and received $10,000. The investor purchased 5,000,000 units at $0.002 per unit, with each unit comprised of one share of restricted common stock of the Company and a five-year warrant to purchase one share of common stock of the Company at an exercise price of $0.003 per share. | |
As of June 30, 2014 and December 31, 2013, 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_9_Stock_Warrants
Note 9 - Stock Warrants | 6 Months Ended | ||
Jun. 30, 2014 | |||
Notes | ' | ||
Note 9 - Stock Warrants | ' | ||
NOTE 9 – 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 June 30, 2014, and changes during the six months then ended is presented below: | |||
Weighted Average | |||
Shares | Exercise Price | ||
Outstanding, December 31, 2013 | 26,750,000 | $ 0.06 | |
Granted | 5,150,000 | $ 0.0044 | |
Canceled / Expired | -12,250,000 | $ 0.066 | |
Exercised | - | ||
Outstanding, vested and exercisable, June 30, 2014 | 19,650,000 | $ 0.043 | |
The following summarizes the exercise price per share and expiration date of our outstanding warrants to purchase common stock at June 30, 2014: | |||
Expiration Date | Price | Number | |
2015 | $ 0.05 | 4,000,000 | |
2017 | $ 0.06 | 2,500,000 | |
2017 | $ 0.04 | 4,000,000 | |
2017 | $ 0.08 | 4,000,000 | |
2017 | $ 0.05 | 150,000 | |
2019 | $ 0.003 | 5,000,000 | |
19,650,000 | |||
During the six months ended June 30, 2014, we issued five-year warrants to purchase 5,000,000 shares of our common stock at an exercise price of $0.003 per share (see Note 8). | |||
During the six months ended June 30, 2014, we issued three-year warrants to purchase 150,000 shares of our common stock at an exercise price of $0.05 per share. The warrants were issued in connection with the extinguishment of debt and were valued at $142 using the Black-Scholes option pricing model. |
Note_10_Stockbased_Compensatio
Note 10 - Stock-based Compensation | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes | ' | ||||
Note 10 - Stock-based Compensation | ' | ||||
NOTE 10 – 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. We had no stock-based compensation expense for the three months and six months ended June 30, 2014 and 2013. Stock-based compensation expense for the three months and six months ended June 30, 2013 was $2,283. | |||||
The following table summarizes the stock option activity during the six months ended June 30, 2014: | |||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Aggregate Intrinsic Value | ||
Outstanding at December 31, 2013 | 5,300,000 | $ 0.09 | |||
Granted | - | ||||
Exercised | - | ||||
Expired or cancelled | - | ||||
Outstanding, vested and exercisable at June 30, 2014 | 5,300,000 | $ 0.09 | 1.7 | $60 | |
The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $0.0043 as of June 30, 2014 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 June 30, 2014, 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_11_Earnings_loss_Per_Shar
Note 11 - Earnings (loss) Per Share | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes | ' | ||||
Note 11 - Earnings (loss) Per Share | ' | ||||
NOTE 11 – 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. | |||||
The shares used in the computation of our basic and diluted earnings per share are reconciled as follows for the three months and six months ended June 30, 2014 and 2013: | |||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||
2014 | 2013 | 2014 | 2013 | ||
Weighted average number of shares outstanding - basic | 451,298,074 | 381,502,066 | 442,741,935 | 375,848,287 | |
Dilutive effect of stock options and warrants | 4,492,308 | - | 5,005,714 | - | |
Weighted average number of shares outstanding - diluted | 455,790,382 | 381,502,066 | 447,747,649 | 375,848,287 | |
At June 30, 2014, we had outstanding options and warrants to purchase a total of 24,950,000 common shares that could have a future dilutive effect on the calculation of earnings per share. |
Note_12_Consulting_Agreements
Note 12 - Consulting Agreements | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 12 - Consulting Agreements | ' |
NOTE 12 – 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 to May 2014 when monthly compensation was increased to $9,000. | |
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 was to perform the agreed upon duties for a period of one year and be paid $5,000 per month through June 2013 and $7,500 per month for the remainder of the contract. Effective September 1, 2013, Mr. Gauger’s compensation was reduced to $3,000 per month and, effective May 1, 2014, Mr. Gauger’s compensation was increased to $5,000 per month. Mr. Gauger is eligible to participate in our stock option plan as approved by the Board of Directors. | |
Effective May 1, 2014, the Board of Directors of the Company approved the following monthly compensation levels for members of our Interim Governing Board (“IGB”): Donald Gunn $9,000 and John Di Girolamo and Jeffrey Dahl $7,000. The three members of the IGB were also to receive 500,000 each of restricted stock of the Company. The Board also approved monthly compensation of $5,000 for Dennis Gauger, Chief Financial Officer, effective May 1, 2014. |
Note_13_Legal_Matters
Note 13 - Legal Matters | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 13 - Legal Matters | ' |
NOTE 13 – LEGAL MATTERS | |
On February 27, 2012, Wayne Colwell, a former employee, sued the Company, claiming he was owed back wages (Wayne Colwell 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 August 1, 2013. We paid Mr. Colwell $5,000 in September 2013 and the balance of $55,000 in April 2014. This case has been fully and finally resolved and concluded. | |
On March 7, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. et al. vs. Robert A. Ian, Change Management International, LLC, case number CV 13-00508) alleging various breaches by the defendants of various contracts and duties owed by defendants to plaintiffs, all relating to an independent contractor relationship between the Company and the defendants. We were seeking equitable relief in the case, as well as monetary damages. The defendants filed an answer, denying all claims, and also filed a counter-claim against the Company seeking monetary damages for alleged breach of a consulting agreement. On April 28, 2014, we entered into a Mutual Release with the defendants where all disputes and differences were settled. Pursuant to the terms of the Mutual Release, we paid the defendants $35,000. This case has been fully and finally resolved and concluded. | |
On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes 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 submitted the dispute to binding arbitration in Reno, Nevada. While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings. The arbitration is currently set to be heard on September 8, 2014. | |
On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties. Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company. Mr. Klein is a former Chief Executive Officer and a current member of the Board of Directors of the Company. We subsequently entered into a settlement agreement with Mr. Klein and will remove him from this case. We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests. Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company. The Company has filed an answer to the counterclaim. No discovery has commenced, and no trial date has been set. We will seek to consolidate this case with the Pinnacle case, including mediation of all claims of the parties. |
Note_14_Supplemental_Statement
Note 14 - Supplemental Statement of Cash Flows Information | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 14 - Supplemental Statement of Cash Flows Information | ' |
NOTE 14 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION | |
During the six months ended June 30, 2014 and 2013, we made no cash payments for income taxes. | |
During the six months ended June 30, 2014 and 2013, we made cash payments for interest totaling $19,457 and $1,763, respectively. | |
During the six months ended June 30, 2014, we had the following non-cash financing and investing activities: | |
· Decreased accrued interest payable by $1,700, decreased notes payable by $15,685, decreased debt discount by $2,967, decreased derivative liability by $52,106, increased common stock by $37,192 and increased additional paid-in capital by $30,084 for common shares issued in conversion of debt. | |
· Decreased accrued liabilities by $21,600, increased common stock by $6,000 and increased additional paid-in capital by $15,600 for common shares issued for accrued liabilities. | |
· Decreased accounts payable and increased additional paid-in capital by $143 for warrants issued for accounts payable. | |
· Decreased accounts payable and increased additional paid-in capital by $277,465 for related party accounts payable settled and recorded as a contribution to capital. | |
During the six months ended June 30, 2013, we had the following non-cash financing and investing activities: | |
· Decreased accrued liabilities by $160,000, increased common stock by $14,200 and increased additional paid-in capital by $145,800 for common shares issued in payment of accrued liabilities. | |
Note_15_Recent_Accounting_Pron
Note 15 - Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 15 - Recent Accounting Pronouncements | ' |
NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS | |
There were no new accounting pronouncements issued during the six months ended June 30, 2014 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements. | |
Note_16_Subsequent_Events
Note 16 - Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 16 - Subsequent Events | ' |
NOTE 16 – SUBSEQUENT EVENTS | |
Subsequent to June 30, 2014, we paid $85,000 of the principal amount due related party (see Note 7). We are currently in discussions to settle and further extinguish the amounts due related party. |
Note_1_Description_of_Business1
Note 1 - Description of Business and Basis of Financial Statement Presentation: Basis of accounting policy (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Basis of accounting policy | ' |
The interim financial information of the Company as of June 30, 2014 and for the three months and six months ended June 30, 2014 and 2013 is unaudited, and the balance sheet as of December 31, 2013 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, 2013. In the opinion of management, all adjustments 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 six months ended June 30, 2014 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2014. 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, 2013. |
Note_3_Mineral_Properties_Sche
Note 3 - Mineral Properties: Schedule of Payments under North Springs Agreement (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
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 shares | |
Second Anniversary of Effective Date | $15,000 | 1,000,000 shares | |
Third Anniversary of Effective Date | $20,000 | 1,000,000 shares | |
Fourth Anniversary of Effective Date | $25,000 | 1,000,000 shares | |
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_5_Accrued_Liabilities_Sch
Note 5 - Accrued Liabilities: Schedule of Accrued Liabilities (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Tables/Schedules | ' | ||
Schedule of Accrued Liabilities | ' | ||
30-Jun-14 | 31-Dec-13 | ||
Accrued payroll and related | $ 17,500 | $ 92,643 | |
Liabilities assumed in Ra Minerals acquisition | 166,280 | 166,901 | |
Put option liability | - | 120,000 | |
Legal and consulting fees | 45,000 | 45,000 | |
Other | 102,000 | 68,793 | |
$ 330,780 | $ 493,337 |
Note_6_Notes_Payable_Schedule_
Note 6 - Notes Payable: Schedule of Debt (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Tables/Schedules | ' | ||
Schedule of Debt | ' | ||
30-Jun-14 | 31-Dec-13 | ||
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012, currently in default | $ 500,000 | $ 500,000 | |
Convertible note payable to SV, non-interest bearing, payable September 30, 2012, currently in default | 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, currently in default | 190,000 | 190,000 | |
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013, currently in default | 250,000 | 250,000 | |
Note payable to an equipment supplier, extinguished in 2014 | - | 175,457 | |
Convertible notes payable to an institutional investor, net of discount, repaid in 2014 | - | 32,444 | |
$ 1,353,223 | $ 1,561,124 |
Note_6_Notes_Payable_Schedule_1
Note 6 - Notes Payable: Schedule of Convertible Note Activity (Tables) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Convertible Note Activity | ' | |||||
Derivative Liability | Debt Discount | Loss on Derivative Liability | Gain on Extinguishment of Debt | Interest Expense | ||
Balance at December 31, 2013 | $ 136,765 | $ (42,316) | $ - | $ - | $ - | |
Adjustment to derivative liability | 445,881 | - | (445,881) | - | - | |
Amortization of debt discount to interest expense | - | 12,626 | - | - | -12,626 | |
Repayment of debt | -582,646 | 29,690 | - | 503,065 | - | |
Balance at June 30, 2014 | $ - | $ - | ($445,881) | $ 503,065 | $ (12,626) |
Note_6_Notes_Payable_Schedule_2
Note 6 - Notes Payable: Schedule of Fair Value of Convertible Note (Tables) | 6 Months Ended | |
Jun. 30, 2014 | ||
Tables/Schedules | ' | |
Schedule of Fair Value of Convertible Note | ' | |
Risk-free interest rate | 0.08 –0.025% | |
Expected life in years | 0.48 - 0.12 | |
Dividend yield | 0% | |
Expected volatility | 274.75 – 376.38% |
Note_9_Stock_Warrants_Schedule
Note 9 - Stock Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Tables/Schedules | ' | ||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||
Weighted Average | |||
Shares | Exercise Price | ||
Outstanding, December 31, 2013 | 26,750,000 | $ 0.06 | |
Granted | 5,150,000 | $ 0.0044 | |
Canceled / Expired | -12,250,000 | $ 0.066 | |
Exercised | - | ||
Outstanding, vested and exercisable, June 30, 2014 | 19,650,000 | $ 0.043 |
Note_9_Stock_Warrants_Schedule1
Note 9 - Stock Warrants: Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock (Tables) | 6 Months Ended | ||
Jun. 30, 2014 | |||
Tables/Schedules | ' | ||
Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock | ' | ||
Expiration Date | Price | Number | |
2015 | $ 0.05 | 4,000,000 | |
2017 | $ 0.06 | 2,500,000 | |
2017 | $ 0.04 | 4,000,000 | |
2017 | $ 0.08 | 4,000,000 | |
2017 | $ 0.05 | 150,000 | |
2019 | $ 0.003 | 5,000,000 | |
19,650,000 |
Note_10_Stockbased_Compensatio1
Note 10 - Stock-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
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, 2013 | 5,300,000 | $ 0.09 | |||
Granted | - | ||||
Exercised | - | ||||
Expired or cancelled | - | ||||
Outstanding, vested and exercisable at June 30, 2014 | 5,300,000 | $ 0.09 | 1.7 | $60 |
Note_11_Earnings_loss_Per_Shar1
Note 11 - Earnings (loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Tables/Schedules | ' | ||||
Schedule of Earnings Per Share, Basic and Diluted | ' | ||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||
2014 | 2013 | 2014 | 2013 | ||
Weighted average number of shares outstanding - basic | 451,298,074 | 381,502,066 | 442,741,935 | 375,848,287 | |
Dilutive effect of stock options and warrants | 4,492,308 | - | 5,005,714 | - | |
Weighted average number of shares outstanding - diluted | 455,790,382 | 381,502,066 | 447,747,649 | 375,848,287 |
Note_1_Description_of_Business2
Note 1 - Description of Business and Basis of Financial Statement Presentation (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Details | ' |
Entity Incorporation, Date of Incorporation | 30-May-08 |
Entity Incorporation, State Country Name | 'Nevada |
Note_2_Going_Concern_Details
Note 2 - Going Concern (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 23, 2014 | Feb. 18, 2014 |
Santa Rosa Gold Mine | Santa Rosa Gold Mine | |||
Accumulated deficit | $60,222,435 | $62,663,722 | ' | ' |
Total stockholders' deficit | 1,054,716 | 3,913,037 | ' | ' |
Purchase Price of Santa Rosa Gold Mine, Panama | ' | ' | ' | 2,600,000 |
Initial Payment related to the sale of Santa Rosa Gold Mine, Panama | ' | ' | ' | 260,000 |
Remaining Balance Payment related to the sale of Santa Rosa Gold Mine, Panama | ' | ' | $2,340,000 | ' |
Note_3_Mineral_Properties_Amen
Note 3 - Mineral Properties: Amended and Restated Option Agreement (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 and 9 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 Anniversary | 7,000,000 |
Option to acquire Mhakari Properties Equity Payments Common Shares 12 Month Anniversary | 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 $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 23, 2014 | Feb. 18, 2014 | |
Santa Rosa Gold Mine | Santa Rosa Gold Mine | Santa Rosa Gold Mine | Santa Rosa Gold Mine | |||||
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 | ' | ' | ' | ' | ' |
Purchase Price of Santa Rosa Gold Mine, Panama | ' | ' | ' | ' | ' | ' | ' | 2,600,000 |
Initial Payment related to the sale of Santa Rosa Gold Mine, Panama | ' | ' | ' | ' | ' | ' | ' | 260,000 |
Remaining Balance Payment related to the sale of Santa Rosa Gold Mine, Panama | ' | ' | ' | ' | ' | ' | 2,340,000 | ' |
Gain on disposition of assets | 2,260,349 | ' | 2,509,885 | ' | 2,457,885 | 2,457,885 | ' | ' |
Exploration and evaluation expenses | $85,066 | $81,700 | $117,566 | $122,300 | ' | ' | ' | ' |
Note_3_Mineral_Properties_Sche1
Note 3 - Mineral Properties: Schedule of Payments under North Springs Agreement (Details) (USD $) | Jun. 17, 2029 | Jun. 17, 2028 | Jun. 17, 2027 | Jun. 17, 2026 | Jun. 17, 2025 | Jun. 17, 2024 | Jun. 17, 2023 | Jun. 17, 2022 | Jun. 17, 2021 | Jun. 17, 2020 | Jun. 17, 2019 | Jun. 17, 2018 | Jun. 17, 2017 | Jun. 17, 2016 | Jun. 17, 2015 | Jun. 17, 2014 |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Payment | $100,000 | $75,000 | $75,000 | $75,000 | $75,000 | $75,000 | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | $30,000 | $25,000 | $20,000 | $15,000 | $10,000 |
Common Shares Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Note_4_Marketable_Securities_A1
Note 4 - Marketable Securities And Sale Of Royalty Interest (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | Jan. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Net Smelter Royal Return Interest | WEX | WEX | |||
Shares of American Mining Corporation common stock | 1,250,000 | 1,250,000 | ' | ' | ' |
Shares of Win-Eldrich Mines Ltd ('WEX') common stock | 3,000,000 | 3,000,000 | ' | ' | ' |
Gain on disposition of assets | $2,260,349 | $2,509,885 | ' | $7,000 | $7,000 |
Proceeds from Sale of Other Assets | ' | ' | $45,000 | ' | ' |
Note_5_Accrued_Liabilities_Sch1
Note 5 - Accrued Liabilities: Schedule of Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued liabilities | $330,780 | $493,337 |
Accrued payroll and related | ' | ' |
Accrued liabilities | 17,500 | 92,643 |
Liabilities assumed in Ra acquisition | ' | ' |
Accrued liabilities | 166,280 | 166,901 |
Put option liability | ' | ' |
Accrued liabilities | ' | 120,000 |
Legal and consulting fees | ' | ' |
Accrued liabilities | 45,000 | 45,000 |
Other | ' | ' |
Accrued liabilities | $102,000 | $68,793 |
Note_6_Notes_Payable_Schedule_3
Note 6 - Notes Payable: Schedule of Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Long-term Debt | $1,353,223 | $1,561,124 |
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 |
KomatsuEquipmentNoteMember | ' | ' |
Long-term Debt | ' | 175,457 |
CapitalLeaseHeartlandWisconsinMember | ' | ' |
Long-term Debt | ' | $32,444 |
Note_6_Notes_Payable_Details
Note 6 - Notes Payable (Details) (USD $) | 1 Months Ended | 6 Months Ended | |||||||
Nov. 30, 2013 | Aug. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Nov. 15, 2013 | Nov. 05, 2013 | Aug. 22, 2013 | Jun. 04, 2013 | |
Debt Issuance Cost | $1,500 | $3,000 | $3,000 | ' | ' | ' | ' | ' | ' |
Derivative Liability, Notional Amount | ' | ' | ' | ' | ' | 17,238 | 35,765 | 55,894 | 42,093 |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | 11,000 | 15,575 | 32,500 | ' |
Amortization of debt discount to interest expense | ' | ' | ' | 12,626 | 4,173 | ' | ' | ' | ' |
Institutional Investor | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | $11,000 | $15,575 | $32,500 | $42,500 |
Interest Rate | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | 8.00% |
Note_6_Notes_Payable_Schedule_4
Note 6 - Notes Payable: Schedule of Convertible Note Activity (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | ||||
Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Derivative Liability | Derivative Liability | Debt Discount | Debt Discount | Loss on Derivative Liability | Gain on Extinguishment of Debt | Interest Expense | ||||
Derivative liability at inception | ' | ' | ' | ' | $136,765 | ' | ($42,316) | ' | ' | ' |
Derivative Liability Loss | ' | ' | ' | 445,881 | ' | ' | ' | -445,881 | ' | ' |
Amortization of debt discount to interest expense | ' | -12,626 | -4,173 | ' | ' | 12,626 | ' | ' | ' | -12,626 |
Repayments of Debt | ' | ' | ' | -582,646 | ' | 29,690 | ' | ' | 503,065 | ' |
Loss on derivative liability | ($57,294) | ($445,881) | ($57,294) | ' | ' | ' | ' | ($445,881) | $503,065 | ($12,626) |
Note_6_Notes_Payable_Schedule_5
Note 6 - Notes Payable: Schedule of Fair Value of Convertible Note (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.08% |
Fair Value Assumptions, Expected Term | '1 month 13 days |
Fair Value Assumptions, Expected Volatility Rate | 274.75% |
Maximum | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.03% |
Fair Value Assumptions, Expected Term | '5 months 23 days |
Fair Value Assumptions, Expected Volatility Rate | 376.38% |
Note_7_Amounts_Due_Related_Par1
Note 7 - Amounts Due Related Party (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Related party note principal | $115,066 | ' |
Related party accrued interest payable | $17,837 | $14,413 |
Note_8_Stockholders_Equity_Det
Note 8 - Stockholders' Equity (Details) (USD $) | 6 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Exploration and Evaluation Expenses | Services - Jeffrey Dahl | |||
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 Conversion of Debt | 37,191,614 | ' | ' | ' |
Common Shares Issued For Conversion of Debt Value | $67,276 | ' | ' | ' |
Common Shares Issued For Services | ' | ' | 6,000,000 | 14,200,000 |
Common Shares Issued For Services Value | ' | ' | 35,300 | ' |
Treasury stock shares | 415,392 | 415,392 | ' | ' |
Treasury stock, 415,392 shares at cost | $49,008 | $49,008 | ' | ' |
Note_9_Stock_Warrants_Schedule2
Note 9 - Stock Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | ||
Details | ' | ' | |
Common stock warrants outstanding | 19,650,000 | 26,750,000 | |
Common Stock Warrants Outstanding Weighted Average Price | $0.04 | $0.06 | |
Common stock warrants granted | 5,150,000 | [1] | ' |
Common Stock Warrants Granted Weighted Average Price | $0.00 | ' | |
Common stock warrants canceled / expired | -12,250,000 | [2] | ' |
Common Stock Warrants Canceled Weighted Average Price | $0.07 | ' | |
[1] | Weighted average exercise price of $0.05 | ||
[2] | Weighted average exercise price of $0.06 |
Note_9_Stock_Warrants_Schedule3
Note 9 - Stock Warrants: Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock (Details) (USD $) | Jun. 30, 2014 |
Outstanding Warrants To Purchase Common Stock | 19,650,000 |
Outstanding Warrants Group 1 | ' |
Exercise Price Per Share | 0.05 |
Outstanding Warrants To Purchase Common Stock | 4,000,000 |
Outstanding Warrants Group 2 | ' |
Exercise Price Per Share | 0.06 |
Outstanding Warrants To Purchase Common Stock | 2,500,000 |
Outstanding Warrants Group 3 | ' |
Exercise Price Per Share | 0.04 |
Outstanding Warrants To Purchase Common Stock | 4,000,000 |
Outstanding Warrants Group 4 | ' |
Exercise Price Per Share | 0.08 |
Outstanding Warrants To Purchase Common Stock | 4,000,000 |
Outstanding Warrants Group 5 | ' |
Exercise Price Per Share | 0.05 |
Outstanding Warrants To Purchase Common Stock | 150,000 |
Outstanding Warrants Group 6 | ' |
Exercise Price Per Share | 0.003 |
Outstanding Warrants To Purchase Common Stock | 5,000,000 |
Note_10_Stockbased_Compensatio2
Note 10 - Stock-based Compensation (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2013 | Jun. 30, 2014 | |
Details | ' | ' |
Stock-based compensation | $2,283 | ' |
Closing stock price | ' | $0.00 |
Note_10_Stockbased_Compensatio3
Note 10 - Stock-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Details | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,300,000 | 5,300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $0.09 | ' |
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 | '1 year 8 months 12 days | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $60 | ' |
Note_11_Earnings_loss_Per_Shar2
Note 11 - Earnings (loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Details | ' | ' | ' | ' |
Weighted average number of common shares outstanding: Basic | 451,298,074 | 381,502,066 | 442,741,935 | 375,848,287 |
Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities | $4,492,308 | ' | $5,005,714 | ' |
Weighted average number of common shares outstanding: Diluted | 455,790,382 | 381,502,066 | 447,747,649 | 375,848,287 |
Note_11_Earnings_loss_Per_Shar3
Note 11 - Earnings (loss) Per Share (Details) | Jun. 30, 2014 |
Details | ' |
Outstanding options and warrants | 24,950,000 |
Note_12_Consulting_Agreements_
Note 12 - Consulting Agreements: Donald B. Gunn (Details) (USD $) | 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 |
Note_12_Consulting_Agreements_1
Note 12 - Consulting Agreements: Dennis P. Gauger (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Details | ' |
Gauger Monthly Fee Through June 2013 | $5,000 |
Gauger Monthly Fee Remainder Of Contract | $7,500 |
Note_13_Legal_Matters_Details
Note 13 - Legal Matters (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | 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 | 55,000 | 5,000 | ' | ' |
Gain (Loss) Related to Litigation Settlement | ' | ' | $35,000 | ' |
Note_14_Supplemental_Statement1
Note 14 - Supplemental Statement of Cash Flows Information (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Details | ' | ' |
Cash payments for interest | $19,457 | $1,763 |
Decreased Accrued Interest Payable | 1,700 | ' |
Decreased Notes Payable | 15,685 | ' |
Decreased Debt Discount | 2,967 | ' |
Decreased Derivative Liability | 52,106 | ' |
Increased Common Stock For Common Shares Issued For Conversion Of Debt | 37,192 | ' |
Increased Additional Paid-In Capital For Common Shares Issued For Conversion Of Debt | 30,084 | ' |
Decreased accrued liabilities | 21,600 | 160,000 |
Increase Common Stock | 6,000 | 14,200 |
Increased additional paid-in capital | 15,600 | 145,800 |
Increased additional paid-in capital for warrants issued for accounts payable | 143 | ' |
Decreased accounts payable for warrants issued for accounts payable | 143 | ' |
Decreased accounts payable for related party accounts payable | 277,465 | ' |
Increased additional paid-in capital for related party accounts payable | $277,465 | ' |