Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Nov. 15, 2013 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'SILVER HORN MINING LTD. | ' | ' |
Entity Central Index Key | '0001058307 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $25,303 |
Entity Common Stock, Shares Outstanding | ' | 226,646,288 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | ' | $20 |
Prepaid expenses | ' | 7,500 |
Total Current Assets | ' | 7,520 |
Total Assets | ' | 7,520 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 466,493 | 492,766 |
Accounts payable - related party | 175,000 | 849,170 |
Derivative liability | 11,942 | 50,888 |
Convertible notes payable, net of debt discounts | ' | 210,110 |
Liabilities for discontinued operations | 112,397 | 112,397 |
Total Current Liabilities | 765,832 | 1,715,331 |
Stockholders' Deficit | ' | ' |
Common stock, $0.0001 par value; 750,000,000 shares authorized, 253,033,555 shares issued and outstanding | 22,664 | 25,303 |
Additional paid-in capital | 48,180,148 | 47,859,648 |
Accumulated deficit | -41,947,270 | -41,947,270 |
Accumulated deficit since inception of exploration stage (April 25, 2011) | 7,021,774 | 7,645,892 |
Total Stockholders' Deficit | -765,832 | -1,707,811 |
Total Liabilities and Stockholders' Deficit | ' | 7,520 |
Series A Preferred Stock | ' | ' |
Stockholders' Deficit | ' | ' |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; Series A, 3,000,000 issued and outstanding; Series B, none issued and outstanding; Series C, none issued and outstanding; Series D, 1,000,000 issued and outstanding | 300 | 300 |
Series D Preferred Stock | ' | ' |
Stockholders' Deficit | ' | ' |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; Series A, 3,000,000 issued and outstanding; Series B, none issued and outstanding; Series C, none issued and outstanding; Series D, 1,000,000 issued and outstanding | $100 | $100 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 226,646,288 | 253,033,555 |
Common stock, shares outstanding | 226,646,288 | 253,033,555 |
Series A Preferred Stock | ' | ' |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 |
Series D Preferred Stock | ' | ' |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 12 Months Ended | 32 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Net revenues | ' | ' | ' |
Operating Expenses | ' | ' | ' |
Payroll expense and stock based compensation | 190,083 | 3,875,049 | 4,575,501 |
Management fees - related party | -225,000 | -300,000 | -525,000 |
Exploration cost | 5,000 | 115,832 | 277,195 |
Impairment of mineral rights | ' | ' | 500,000 |
Professional and consulting | 130,241 | 280,770 | 719,260 |
General and administrative expneses | 23,469 | 98,551 | 439,594 |
Total Operating Expenses | 573,793 | 4,670,202 | 7,036,550 |
Loss from Operations | -573,793 | -4,670,202 | -7,036,550 |
Other Income / (Expense) | ' | ' | ' |
Gain on settlement of debt | 1,285,872 | ' | 1,285,872 |
Interest expense | -120,575 | -127,483 | -609,382 |
Derivative expense | ' | -174,128 | -174,128 |
Change in fair value of derivative liability | 32,614 | 160,740 | -487,586 |
Total Other Expense, net | 1,197,911 | -140,871 | 14,776 |
Net Loss | $624,118 | ($4,811,073) | ($7,021,773) |
Net Loss Per Share - Basic and Diluted | $0 | ($0.02) | ' |
Weighted average number of shares outstanding during the year Basic and Diluted | 249,191,453 | 249,271,259 | ' |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Preferred Stock Series A | Preferred Stock Series D | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning balance, value at Apr. 24, 2011 | $300 | ' | $18,583 | $29,215,354 | ($41,947,270) | ($12,713,033) |
Beginning balance, shares at Apr. 24, 2011 | 3,000,000 | ' | 185,833,555 | ' | ' | ' |
Issuance of common stock for cash, shares | ' | ' | 11,000,000 | ' | ' | ' |
Issuance of common stock for cash, value | ' | ' | 1,100 | 548,900 | ' | 550,000 |
Issuance of common stock for services, shares | ' | ' | 1,000,000 | ' | ' | ' |
Issuance of common stock for services, value | ' | ' | 100 | 129,900 | ' | 130,000 |
Contributed capital | ' | ' | ' | 95,000 | ' | 95,000 |
Reclassification of derivative liability upon extinguishment of convertible debentures | ' | ' | ' | 12,857,466 | ' | 12,857,466 |
Issuance of common stock in connection with the conversion of convertible debentures, shares | ' | ' | 18,000,000 | ' | ' | ' |
Issuance of common stock in connection with the conversion of convertible debentures, value | ' | ' | 1,800 | 448,200 | ' | 450,000 |
Stock-based compensation in connection with options granted | ' | ' | ' | 332,132 | ' | 332,132 |
Issuance of common stock in connection with the transfer and conveyance of unpatented mining claims, shares | ' | ' | 10,000,000 | ' | ' | ' |
Issuance of common stock in connection with the transfer and conveyance of unpatented mining claims, value | ' | ' | 1,000 | 499,000 | ' | 500,000 |
Net Loss | ' | ' | ' | ' | -2,834,820 | -2,834,820 |
Ending balance, value at Dec. 31, 2011 | 300 | ' | 22,583 | 44,125,952 | -44,782,090 | -633,255 |
Ending balance, shares at Dec. 31, 2011 | 3,000,000 | ' | 225,833,555 | ' | ' | ' |
Issuance of common stock for services, shares | ' | ' | 25,000,000 | ' | ' | ' |
Issuance of common stock for services, value | ' | ' | 2,500 | 3,497,500 | ' | 3,500,000 |
Beneficial conversion feature in connection with a convertible promissory note | ' | ' | ' | 90,000 | ' | 90,000 |
Issuance of common stock in connection with the conversion of convertible debentures, shares | ' | ' | 2,200,000 | ' | ' | ' |
Issuance of common stock in connection with the conversion of convertible debentures, value | ' | ' | 220 | 54,780 | ' | 55,000 |
Stock-based compensation in connection with options granted | ' | ' | ' | 41,516 | ' | 41,516 |
Issuance of preferred stock for cash, shares | ' | 1,000,000 | ' | ' | ' | ' |
Issuance of preferred stock for cash, value | ' | 100 | ' | 49,900 | ' | 50,000 |
Net Loss | ' | ' | ' | ' | -4,811,073 | -4,811,073 |
Ending balance, value at Dec. 31, 2012 | 300 | 100 | 25,303 | 47,859,648 | -49,593,162 | -1,707,811 |
Ending balance, shares at Dec. 31, 2012 | 3,000,000 | 1,000,000 | 253,033,555 | ' | ' | ' |
Reclassification of derivative liability upon extinguishment of convertible debentures | ' | ' | ' | 6,332 | ' | 6,332 |
Issuance of common stock in connection with the conversion of convertible debentures, shares | ' | ' | 8,112,733 | ' | ' | ' |
Issuance of common stock in connection with the conversion of convertible debentures, value | ' | ' | 811 | 310,718 | ' | 311,529 |
Cancellation of common stock, shares | ' | ' | -34,500,000 | ' | ' | ' |
Cancellation of common stock, value | ' | ' | -3,450 | 3,450 | ' | ' |
Net Loss | ' | ' | ' | ' | 624,118 | 624,118 |
Ending balance, value at Dec. 31, 2013 | $300 | $100 | $22,664 | $48,180,148 | ($48,969,044) | ($765,832) |
Ending balance, shares at Dec. 31, 2013 | 3,000,000 | 1,000,000 | 226,646,288 | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 12 Months Ended | 32 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Flows From Operating Activities: | ' | ' | ' |
Net Loss | $624,118 | ($4,811,073) | ($7,021,773) |
Adjustments to reconcile net loss to net cash used in operations | ' | ' | ' |
Amortization of prepaid expenses | ' | ' | 95,034 |
Amortization of debt issuance costs | ' | 517 | 5,206 |
Amortization of debt discount | 33,272 | 119,151 | 487,236 |
Interest expense in connection with the conversion of debentures | 68,147 | ' | 68,147 |
Impairment of mineral rights | ' | ' | 500,000 |
Derivative liability expense | ' | 174,128 | 174,128 |
Change in fair value of derivative liabilities | -32,614 | -160,740 | 487,586 |
Stock based consulting | ' | ' | 130,000 |
Stock based compensation expense | ' | 41,516 | 373,648 |
Common stock issued for services | ' | 3,500,000 | 3,500,000 |
Gain from settlement of debt | -1,285,872 | ' | -1,285,872 |
Changes in operating assets and liabilities: | ' | ' | ' |
Decrease in prepaid expenses | 7,500 | 32,446 | 11,141 |
Increase/(decrease) accounts payable and accrued expenses | 585,429 | 911,528 | 1,691,688 |
Net Cash Used In Operating Activities | -20 | -192,527 | -783,831 |
Cash Flows From Financing Activities: | ' | ' | ' |
Proceeds from issuance of preferred stock | ' | 50,000 | 50,000 |
Proceeds from issuance of common stock | ' | ' | 550,000 |
Net proceeds from debentures | ' | 127,500 | 127,500 |
Net Cash Provided by Financing Activities | ' | 177,500 | 727,500 |
Net decrease in Cash | -20 | -15,027 | -56,331 |
Cash at Beginning of Period | 20 | 15,047 | 56,331 |
Cash at End of Period | ' | 20 | ' |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest | ' | ' | ' |
Cash paid for taxes | ' | ' | ' |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ' |
Contributed capital in connection with an extinguishment of a convertible debenture | ' | ' | 31,666 |
Issuance of common stock for convertible debentures | 243,382 | 55,000 | 505,000 |
Reclassification of derivative liability to equity | 6,332 | ' | 9,904,767 |
Issuance of common stock in connection with the transfer and conveyance of certain silver mining claim | ' | ' | 500,000 |
Issuance of convertible promissory notes | ' | ' | 105,882 |
Operating expenses paid by a minority stockholder directly to the Company's vendors | $19,675 | ' | $19,675 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
Organization and Description of Business | |||||||||||||
The Company was incorporated under the name “Swifty Carwash & Quick-Lube, Inc.” in the state of Florida on September 25, 1997. On October 22, 1999, the Company changed its name from “Swifty Carwash & Quick-Lube, Inc.” to “SwiftyNet.com, Inc.” On January 29, 2001, the Company changed its name from “SwiftyNet.com, Inc.” to “Yseek, Inc.” On June 10, 2003, the Company changed its name from “Yseek, Inc.” to “Advanced 3-D Ultrasound Services, Inc.” | |||||||||||||
The Company merged with a private Florida corporation known as World Energy Solutions, Inc. effective August 17, 2005. Advanced 3D Ultrasound Services, Inc. remained as the surviving entity as the legal acquirer, and the Company was the accounting acquirer. On November 7, 2005, the Company changed its name to World Energy Solutions, Inc. (“WESI”). On November 7, 2005, WESI merged with Professional Technical Systems, Inc. WESI remained as the surviving entity as the legal acquirer, while PTS was the accounting acquirer. On February 26, 2009, the Company had changed its name to EClips Energy Technologies, Inc. Effective April 25, 2011, the Company changed its name to “Silver Horn Mining Ltd.” from “EClips Media Technologies, Inc.”. The name change was effected pursuant to Section 253 of the Delaware General Corporation Law by merging a newly-formed, wholly-owned subsidiary of the Company with and into the Company, with the Company as the surviving corporation in the merger. Following the subsidiary merger, the Company intends to focus its efforts on mining and resources, principally silver exploration and production. As a result of the Company’s focus on mineral exploration, the Company is considered an exploration stage company. | |||||||||||||
During the year ended December 31, 2013, a minority stockholder of the Company paid operating expenses on behalf of the Company for a total of $19,675. These advances are short term in nature, non-interest bearing and due on demand. Such amount is included in the caption accounts payable and accrued expenses as reflected in the accompanying consolidated balance sheets as of December 31, 2013. | |||||||||||||
Discontinued Operations | |||||||||||||
The Company’s former operations were developing and manufacturing products and services, which reduce fuel costs, save power and energy and protect the environment. The products and services were made available for sale into markets in the public and private sectors. In December 2009, the Company discontinued these operations and disposed of certain of its subsidiaries, and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. | |||||||||||||
The remaining liabilities for discontinued operations are presented in the consolidated balance sheets under the caption “Liabilities for discontinued operation” and relates to the discontinued operations of developing and manufacturing of energy saving and fuel efficient products and services. The carrying amounts of the major classes of these liabilities as of December 31, 2013 and 2012 are summarized as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Assets of discontinued operations | $ | — | $ | — | |||||||||
Liabilities | |||||||||||||
Accounts payables and accrued expenses | $ | (112,397 | ) | $ | (112,397 | ) | |||||||
Liabilities of discontinued operations | $ | 112,397 | $ | 112,397 | |||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||
Exploration Stage Company | |||||||||||||
The Company has been in the exploration stage since April 25, 2011 and has not yet realized any revenues from its planned operations. The Company intends to focus on acquiring and exploring natural resource properties. Accordingly, the Company is an exploration stage company as defined in ASC 915 “Development Stage Entities”. | |||||||||||||
Use of Estimates | |||||||||||||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discount and common stock issued for services. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2013, the Company has not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||||||||||||
Fair value of financial instruments | |||||||||||||
The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |||||||||||||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||||||||||||
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities | |||||||||||||
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data | |||||||||||||
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | |||||||||||||
The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2012 to December 31, 2013: | |||||||||||||
Conversion feature | Warrant liability | Total | |||||||||||
derivative liability | |||||||||||||
Balance at January 1, 2012 | $ | — | $ | — | $ | — | |||||||
Recognition of derivative liability | 103,313 | 108,316 | 211,629 | ||||||||||
Change in fair value included in earnings | (88,317 | ) | (72,424 | ) | (160,740 | ) | |||||||
Balance at December 31, 2012 | 14,996 | 35,892 | 50,888 | ||||||||||
Reclassification of derivative liability upon conversion of debt to equity | -6,332 | — | (6,332 | ) | |||||||||
Change in fair value included in earnings | (8,664 | ) | (23,950 | ) | (32,614 | ) | |||||||
Balance at December 31, 2013 | $ | — | $ | 11,942 | $ | 11,942 | |||||||
The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. | |||||||||||||
Mineral Property Acquisition and Exploration Costs | |||||||||||||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the years ended December 31, 2013 and 2012, the Company incurred exploration cost of $5,000 and $115,832, respectively. For the period from April 25, 2011 (Inception) through December 31, 2013, the Company incurred exploration cost of $277,195. As of December 31, 2013, the Company has yet to establish proven or probable reserves on any of its mineral properties. | |||||||||||||
Stock Based Compensation | |||||||||||||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||||||||||||
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |||||||||||||
Income Taxes | |||||||||||||
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |||||||||||||
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. | |||||||||||||
The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations. | |||||||||||||
Related Parties | |||||||||||||
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. | |||||||||||||
Earnings per Common Share | |||||||||||||
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net earnings per share for all periods presented does not include potentially dilutive common stock equivalents in the weighted average shares outstanding as they were anti-dilutive. The computation of basic and diluted earnings (loss) per share for the years ended December 31, 2013 and 2012 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
Convertible Debt (Conversion price - $0.05/share) | — | 6,867,640 | |||||||||||
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 36,750,000 | 36,750,000 | |||||||||||
Total | 36,750,000 | 43,617,640 | |||||||||||
Recent Accounting Pronouncements | |||||||||||||
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
GOING_CONCERN_CONSIDERATIONS
GOING CONCERN CONSIDERATIONS | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN CONSIDERATIONS | ' |
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At December 31, 2013, the Company had an accumulated deficit of approximately $49.0 million, and a working capital deficiency of approximately $766,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon obtaining additional capital and financing. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in the viability of its strategy to raise additional funds, there can be no assurances to that effect. The consolidated financial statements do not include any adjustments relating to classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
MINERAL_CLAIMS
MINERAL CLAIMS | 12 Months Ended |
Dec. 31, 2013 | |
Extractive Industries [Abstract] | ' |
MINERAL CLAIMS | ' |
As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs. | |
THE 76 PROPERTY | |
The 76 Property is located in Yavapai County, Arizona, 50 miles northwest of Pheonix, Arizona. The property consists of 36 federal unpatented lode mining claims on Bureau of Land Management (“BLM”) land totaling 720 acres that the Company acquired pursuant to a quitclaim deed that was purchased from Can-Am Gold Corp. for $10.00 on April 26, 2011 (see Note 7). To maintain the mining claims in good standing, the Company must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140 per claim per year, plus an annual fee of $10 per claim per year to Yavapai County. | |
The Company is currently planning an exploration program consisting of sampling, mapping and assaying to determine potential targets for drilling and further development. The 76 Property does not currently have any reserves. All activities undertaken and currently proposed at the 76 Property are exploratory in nature. | |
THE COD PROPERTY | |
The COD Property is located in Mohave County, Arizona, 7 miles southwest of Chloride, Arizona. The property consists of 14 federal unpatented lode mining claims on BLM land totaling 280 acres. The Company filed the claims with the BLM on July 1, 2011. To maintain the mining claims in good standing, the Company must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140 per claim per year, plus an annual fee of $10 per claim per year to Mohave County. The Company is currently planning an exploration program consisting of sampling, mapping and assaying to determine potential targets for drilling and further development. The COD Property does not currently have any reserves. All activities undertaken and currently proposed at the COD Property are exploratory in nature. On September 18, 2011, the Company received a notice from a third party claiming that, of the Company’s 14 mining claims on the COD Property in Mohave County, Arizona, 9 are situated overlapping this third party’s 7 claims that allegedly predate the Company’s claims, and requesting that the Company cease and desist from sampling or removing any ores from these properties. The Company believes that the third party’s demands are without merit and the Company may pursue any and all available legal actions and remedies. |
CONVERTIBLE_DEBENTURES_AND_NOT
CONVERTIBLE DEBENTURES AND NOTES PAYABLE | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
CONVERTIBLE DEBENTURES AND NOTES PAYABLE | ' | ||||||||
At December 31, 2013 and 2012, convertible debentures and notes payable consisted of the following: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible debentures and notes payable | $ | - | $ | 243,382 | |||||
Less: debt discount | - | (33,272 | ) | ||||||
Convertible debentures and notes payable– net | $ | - | $ | 210,110 | |||||
Convertible Debentures | |||||||||
On February 4, 2010 the Company issued $200,000 of its 6% convertible debentures for an aggregate purchase price of $200,000. The debentures bore interest at 6% per annum and matured twenty-four months from the date of issuance. The debenture was convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to the lesser of (i) $0.05 per share or (ii) until the eighteen (18) month anniversary of the debenture, the lowest price paid per share or the lowest conversion price per share in a subsequent sale of the Company’s equity and/or convertible debt securities paid by investors after the date of the debenture. In connection with the agreement, the investor received a warrant to purchase 4,000,000 shares of the Company’s common stock. The warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.05, subject to adjustment in certain circumstances. The Investor may exercise the warrant on a cashless basis if the fair market value (as defined in the warrant) of one share of common stock is greater than the Initial Exercise Price. In accordance with ASC 470-20-25, the convertible debentures were considered to have an embedded beneficial conversion feature because the effective conversion price was less than the fair value of the Company’s common stock. | |||||||||
These convertible debentures were fully convertible at the issuance date thus amounts allocated to the beneficial conversion feature and the warrants were treated as discounts on the 6% senior convertible debentures and were valued at $200,000 to be amortized over the debenture term. The fair value of the warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 219%; risk-free interest rate of 2.29% and an expected holding period of five years. The Company paid a legal fee of $12,500 in connection with this debenture. | |||||||||
Between March 2010 and June 2010, the Company entered into securities purchase agreements with accredited investors pursuant to which the Company agreed to issue an aggregate of $750,000 of its 6% senior convertible debentures with the same terms and conditions of the debentures issued on February 4, 2010. In connection with the Agreement, the Investors received warrants to purchase 30,000,000 shares of the Company’s common stock. The warrants are exercisable for a period of five years from the date of issuance at an initial exercise price of $0.025, subject to adjustment in certain circumstances. In accordance with ASC 470-20-25, the convertible debentures were considered to have a beneficial conversion feature because the effective conversion price was less than the fair value of the Company’s common stock. These convertible debentures were fully convertible at the issuance date thus amounts allocated to the beneficial conversion feature and the warrants were treated as a discount on the 6% senior convertible debentures of $750,000 to be amortized over the debenture term. The fair value of this warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 211%; risk-free interest rate of 2.43% and an expected holding period of five years. | |||||||||
In January 2011, two note holders (the “Assignors”) of the Company’s 6% convertible debentures entered into an Assignment agreement with an unrelated party (the “Assignee”) whereby the Assignors assigned a total principal amount of $250,000 of the convertible debentures (the “Assigned Debenture”) and warrants to purchase 5,000,000 shares of common stock (the “Assigned Warrants”) (the Assigned Debenture and the Assigned Warrants collectively, the “Assigned Securities”). The Assignee purchased the Assigned Securities for $300,000. Contemporaneously with the closing of this agreement, the Assignee converted the Assigned Debenture into shares of the Company’s common stock and exercised the Assigned Warrants for total net proceeds of $125,000 to the Company. The Company issued 10,000,000 shares in connection with the conversion of the Assigned Debenture and 5,000,000 shares in connection with the exercise of the Assigned Warrants. | |||||||||
In April 2011, a note holder (the “Assignor”) of the Company’s 6% convertible debentures entered into an Assignment agreement with two unrelated parties (the “Assignees”) whereby the Assignor assigned a total principal amount of $125,000 of the convertible debentures (the “Assigned Debenture”). The Assignees purchased the Assigned Debenture for $125,000. Contemporaneously with the closing of this agreement, the Assignees converted the Assigned Debenture into shares of the Company’s common stock. The Company issued 5,000,000 shares in connection with the conversion of the Assigned Debenture. | |||||||||
Between January 2011 and June 2011, Brand Interaction Group, LLC has paid approximately $95,000 in connection with the spinoff agreement entered into during fiscal 2010 and such amount reduced the principal balance of the outstanding convertible debentures held by the Company’s debenture holders and recognized capital contribution of $95,000 to additional paid in capital. | |||||||||
In December 2011, the note holders of the Company’s 6% convertible debentures converted a total principal amount of $325,000 of the convertible debentures into common stock. The Company issued 13,000,000 shares in connection with the conversion of these convertible debentures. | |||||||||
On February 7, 2012, the note holders of the Company’s 6% convertible debentures converted a total principal amount of $55,000 of the convertible debentures into common stock. The Company issued 2,200,000 shares in connection with the conversion of these convertible debentures. | |||||||||
On May 9, 2012, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company agreed to issue $37,500 of its 6% convertible debentures for an aggregate purchase price of $37,500. The debenture bore interest at 6% per annum and matures twenty-four months from the date of issuance. The debenture was convertible at the option of the holder at any time into shares of common stock, at an initial conversion price equal to the lesser of (i) $0.05 per share or (ii) until the eighteen (18) month anniversary of the debenture, the lowest price paid per share or the lowest conversion price per share in a subsequent sale of the Company’s equity and/or convertible debt securities paid by investors after the date of the debenture. In connection with the agreement, the investor received a warrant to purchase 750,000 shares of the Company’s common stock. The warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.05, subject to adjustment in certain circumstances. The investor may exercise the warrant on a cashless basis if the fair market value (as defined in the warrant) of one share of common stock is greater than the initial exercise price. | |||||||||
On November 8, 2013, the Company entered into a note amendment agreement with the lender of the remaining outstanding balance of the 6% convertible debentures amounting to $137,500 pursuant to which the lender agreed to change the conversion price of $137,500 convertible notes to $0.03 per share from $0.05 per share. On November 8, 2013, the Company issued an aggregate of 4,583,333 shares of common stock in connection with the conversion of the remaining balance of the 6% convertible debenture which amounted to $137,500 at the new conversion price (see Note 5). The Company accounted the reduction of the conversion price from $0.05 to $0.03 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly, during the year ended December 31, 2013, the Company recorded interest expense of $38,500 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. | |||||||||
In accordance with ASC Topic 815 “Derivatives and Hedging”, the convertible debentures and warrants above included a down-round provision under which the conversion price could be affected by future equity offerings. Instruments with down-round protection are not considered indexed to a company’s own stock under ASC Topic 815, because neither the occurrence of a sale of common stock by the company at market nor the issuance of another equity-linked instrument with a lower strike price is an input to the fair value of a fixed-for-fixed option on equity shares. During fiscal year 2011, the down-round provisions for convertible debentures and warrants that were issued during fiscal 2010 were terminated after 18 months from such issuance pursuant to the Debenture agreement and thus no longer considered derivatives. However, the down-round provisions for the warrants that were issued in May 2012 are considered derivatives as of December 31, 2013 (see Note 9). | |||||||||
Convertible Notes Payable | |||||||||
On February 29, 2012, the Company entered into note purchase agreements with certain investors whereby it sold an aggregate of $105,882 of convertible promissory notes at an aggregate purchase price of $90,000. These investors included Daniel Bleak, the Company’s former chief executive officer, and several of the Company’s existing shareholders. The notes matured on February 28, 2013. The Company acknowledges and agrees that this note was issued at an original issue discount. No regularly scheduled interest payments were paid on this note. | |||||||||
The face value of each note was convertible at the holder’s option, in whole or in part, at any time at least three months following the date of issuance into shares of the Company’s common stock at a conversion price of $0.05 per share, were subject to adjustment in the case of stock splits, reclassifications, reorganizations, and mergers or consolidations upon issuances at less than the conversion price. Further, at any time prior to the maturity date or conversion as set forth in the prior sentence, the face value of each note shall be exchanged into the applicable dollar amount of equity securities issued by the Company in a subsequent financing of at least $1,000,000 at a conversion price of $0.05 per share of the Company’s common stock. Until such time that the notes are no longer outstanding, without the consent of the holders, the Company was prohibited from incurring certain debt, selling any accounts receivable or declaring any dividend. The Company concluded that since these notes did not include a down-round provision under which the conversion price could be affected by future equity offerings, the embedded conversion feature was not considered a derivative. | |||||||||
On November 8, 2013, the Company entered into note amendment agreements with these investors pursuant to which the parties agreed to change the conversion price of $105,882 convertible notes to $0.03 per share from $0.05 per share. On November 8, 2013, the Company issued an aggregate of 3,529,400 shares of common stock in connection with the conversion of each of the amended notes at the new conversion price (see Note 5). The Company accounted the reduction of the conversion price from $0.05 to $0.03 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly, during the year ended December 31, 2013, the Company recorded interest expense of $29,647 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. | |||||||||
The Company recorded a debt discount of $15,882 which represents the difference between the principal amount of $105,882 over the proceeds received or $90,000. Additionally, in accordance with ASC 470-20-25, the notes were considered to have a beneficial conversion feature because the effective conversion price was less than the fair value of the Company’s common stock. These notes were fully convertible at the issuance date thus the value of the beneficial conversion were treated as a discount and were valued at $90,000. The total debt discount of $105,882 was amortized through the date of conversion. | |||||||||
Total amortization of debt discounts for the convertible debentures amounted to $33,272 and $119,151 for the years ended December 31, 2013 and 2012, respectively, and is included in interest expense. Accrued interest as of December 31, 2013 and 2012 amounted to $98,275 and $79,120 respectively, and is included in accounts payable and accrued expenses as reflected in the accompanying consolidated balance sheets. |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | |||||||||||||||||||
Capital Structure | ||||||||||||||||||||
The authorized capital of the Company consists of 750,000,000 shares of common stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share of which 3,000,000 shares have been designated as series A Preferred Stock, and 1,000,000 shares as series D Preferred Stock. | ||||||||||||||||||||
Each share of Series A Preferred Stock is convertible into one share each of the Company’s common stock, subject to equitable adjustments after such events as stock dividends, stock splits or fundamental corporate transactions. The holders of the Company’s Series A Preferred Stock are entitled to 250 votes for each share of Series A Preferred Stock owned at the record date for the determination of shareholders entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is solicited. In the event of a liquidation, dissolution or winding up of our business, the holder of the Series A Preferred Stock would have preferential payment and distribution rights over any other class or series of capital stock that provide for Series A Preferred Stock’s preferential payment and over the Company’s common stock. The Series A Preferred stock does not include any mandatory redeemable provisions. | ||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||
In November 2012, the Company authorized 4,000,000 shares of Series D Preferred Stock. Each share of Series D Preferred Stock may be converted at any time at the holder’s election into 5 shares of the Company’s common stock; provided, however, that a holder of the Series D Preferred Shares shall not be entitled to convert shares of Series D Preferred Stock if upon such conversion the number of shares of common stock to be received, together with the number of shares of common stock beneficially owned by the holder and its affiliates on the conversion date, would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock of the Company on such conversion date. | ||||||||||||||||||||
In November 2012, the Company issued an aggregate of 1,000,000 shares of Series D Preferred Stock to investors for an aggregate purchase price of $50,000. | ||||||||||||||||||||
Common Stock | ||||||||||||||||||||
In June 2011, a note holder (the “Assignor”) of the Company’s 6% convertible debentures entered into an Assignment agreement with two unrelated parties (the “Assignees”) whereby the Assignor assigned a total principal amount of $125,000 of the convertible debentures (the “Assigned Debenture”). The Assignees purchased the Assigned Debenture for $125,000. Contemporaneously with the closing of this agreement, the Assignees converted the Assigned Debenture into shares of the Company’s common stock. The Company issued 5,000,000 shares in connection with the conversion of the Assigned Debenture. | ||||||||||||||||||||
On May 2, 2011, the Board of Directors appointed Daniel Bleak as Chairman and Chief Executive Officer. On May 2, 2011 the Company issued to Daniel Bleak 10 million shares of the Company’s common stock and a five year option to purchase 30 million shares of Common Stock. The option may be exercised for cash or shares of Common Stock at an exercise price of $0.05 per share. The options vest and become exercisable in equal installments of the first three anniversaries of the effective date, provided Mr. Bleak continues to serve the Company as a director on such dates. The option was issued in connection with the appointment of Mr. Bleak as the Chairman and Chief Executive of the Company and the transfer and conveyance of certain silver mining claims owned by Can-Am Gold Corp. whereby its President and sole director is Mr. Bleak. The Company valued these common shares at the recent subscription price on the date of grant at $0.05 per share (based on the recent selling price of the Company’s common stock below) or $500,000. Accordingly, the Company recorded mineral cost of $500,000 in connection with the transfer and conveyance of certain silver mining claims to the Company. The Company recorded an impairment loss of $500,000 in 2011 to reduce the carrying amount to zero. | ||||||||||||||||||||
On May 23, 2011, the Company entered into subscription agreements with certain investors whereby it sold an aggregate of 11 million shares of the Company’s common stock at a purchase price of $0.05 per share or an aggregate purchase price of $550,000. | ||||||||||||||||||||
In December 2011, the note holders of the Company’s 6% convertible debentures converted a total principal amount of $325,000 of the convertible debentures into common stock. The Company issued 13,000,000 shares in connection with the conversion of these convertible debentures. The conversion price of such shares issued amounted to $0.025 per share. | ||||||||||||||||||||
In December 2011, the Company issued 1,000,000 shares of the Company’s common stock of the Company to a consultant for consulting and investor relations services rendered. The Company valued these common shares at the fair market value on the date of grant at $0.13 per share or $130,000. In connection with the issuance of these shares during the year ended December 31, 2011, the Company recorded stock based consulting of $130,000. | ||||||||||||||||||||
On February 7, 2012, the note holders of the Company’s 6% convertible debentures converted a total principal amount of $55,000 of the convertible debentures into common stock. The Company issued 2,200,000 shares in connection with the conversion of these convertible debentures. The conversion price of such shares issued amounted to $0.025 per share. | ||||||||||||||||||||
On February 21, 2012, the Company entered into a stock option cancellation agreement (the “Cancellation Agreement”) with Daniel Bleak, pursuant to which the stock option (the “Option”) to purchase 30,000,000 shares of common stock granted on May 2, 2011 to Mr. Bleak in connection with his appointment as the Chairman and Chief Executive Officer of the Company was cancelled. As of the date of the Cancellation Agreement, the entire Option remained unexercised. | ||||||||||||||||||||
On February 21, 2012 the Company granted Mr. Bleak 25,000,000 restricted shares of common stock as compensation for his continued services. The Company valued these common shares at the fair market value on the date of grant at $0.14 per share or $3,500,000. | ||||||||||||||||||||
On November 8, 2013, Daniel Bleak resigned from all of his positions with the Company, including director, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman of the board of directors. On November 8, 2013, the Company and Daniel Bleak entered into an agreement to cancel 34,500,000 shares of common stock held by Mr. Bleak pursuant to the terms of a cancellation and recapitalization agreement. The Company valued and recorded the cancelled shares at par value or $3,450 in additional paid in capital. | ||||||||||||||||||||
On November 8, 2013, the Company entered into note amendment agreements with certain investors pursuant to which the parties agreed to change the conversion price of $243,382 convertible notes to $0.03 per share from $0.05 per share (see Note 4). Also on November 8, 2013, the Company issued an aggregate of 8,112,733 shares of common stock in connection with the conversion of each of the amended notes at the new conversion price. The Company accounted the reduction of the conversion price from $0.05 to $0.03 per share and such conversion under ASC 470-20-40 “Debt with Conversion and Other Options” and accordingly, during the year ended December 31, 2013, the Company recorded interest expense of $68,147 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. | ||||||||||||||||||||
Stock Options | ||||||||||||||||||||
On May 2, 2011 the Company issued to Daniel Bleak a five year option to purchase 30 million shares of Common Stock. The option was exercised for cash or shares of Common Stock at an exercise price of $0.05 per share as defined in the option agreement. The options vest and become exercisable in equal installments of the first three anniversaries of the effective date, provided Mr. Bleak continues to serve the Company as a director on such dates. The 30 million options were valued on the grant date at $0.05 per option or a total of $1,494,596 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.05 per share (based on the recent selling price of the Company’s common stock), volatility of 259%, expected term of 5 years, and a risk free interest rate of 1.96%. | ||||||||||||||||||||
On February 21, 2012, the Company entered into a stock option cancellation agreement with Daniel Bleak, pursuant to which the stock option to purchase 30 million shares of common stock granted on May 2, 2011 to Mr. Bleak was cancelled. | ||||||||||||||||||||
For the years ended December 31, 2013 and 2012, the Company recorded stock-based compensation expense related to stock options of $0 and $41,516, respectively. | ||||||||||||||||||||
A summary of the status of the Company’s outstanding stock options and changes during the year ended December 31, 2012 is as follows: | ||||||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||||||||||
Balance at January 1, 2012 | 30,000,000 | $ | 0.05 | — | ||||||||||||||||
Granted | — | — | — | |||||||||||||||||
Exercised | — | — | — | |||||||||||||||||
Forfeited | — | — | — | |||||||||||||||||
Cancelled | (30,000,000 | ) | 0.05 | — | ||||||||||||||||
Balance outstanding at December 31, 2012 | — | $ | — | — | ||||||||||||||||
There were no changes that occurred during the year ended December 31, 2013. There were no options outstanding as of December 31, 2013. | ||||||||||||||||||||
Stock Warrants | ||||||||||||||||||||
The following table summarizes the Company’s stock warrants outstanding at December 31, 2013: | ||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Exercise Price | Number Outstanding at | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable at | Weighted Average | |||||||||||||||
December 31, | December 31, 2013 | Exercise Price | ||||||||||||||||||
2013 | ||||||||||||||||||||
$ | 0.025 | 36,000,000 | 1.06 Years | $ | 0.025 | 36,000,000 | $ | 0.025 | ||||||||||||
0.03 | 750,000 | 3.36 Years | 0.03 | 750,000 | 0.03 | |||||||||||||||
$ | 0.025 | 36,750,000 | 2.11 Years | $ | 0.025 | 36,750,000 | $ | 0.025 | ||||||||||||
There were no changes that occurred during the year ended December 31, 2013. There were 36,750,000 warrants outstanding as of December 31, 2013. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net operating loss carry forward for tax purposes totaling approximately $24.6 million at December 31, 2013, expiring through the year 2033. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry forwards after certain ownership shifts. | |||||||||
The table below summarizes the differences between the Company’s effective tax rate and the statutory federal rate as follows for the year ended December 31, 2013 and 2012: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Tax expense (benefit) computed at "expected" statutory rate | $ | 212,200 | $ | (1,623,524 | ) | ||||
State income taxes, net of benefit | 38,111 | (178,110 | ) | ||||||
Permanent differences : | |||||||||
Stock based compensation and consulting | - | 14,11 | |||||||
Loss (gain) from change in fair value of derivative liability | (11,088 | ) | (54,652 | ) | |||||
Amortization of debt discount and other non-cash interest | 34,482 | 40,511 | |||||||
Increase (decrease) in valuation allowance | -273,705 | 1,801,660 | |||||||
Net income tax benefit | $ | - | $ | - | |||||
Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Deferred tax assets: | $ | 9,730,279 | $ | 10,003,984 | |||||
Net operating loss carryforward | |||||||||
Other | - | - | |||||||
Total deferred tax assets | $ | 9,730,279 | $ | 10,003,984 | |||||
Deferred tax liabilities: | |||||||||
Book basis of property and equipment in excess of tax basis | $ | - | $ | - | |||||
Total deferred tax liabilities | $ | - | $ | - | |||||
Net deferred tax asset before valuation allowance | $ | 9,730,279 | $ | 10,003,984 | |||||
Less: valuation allowance | (9,730,279 | ) | (10,003,984 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2013 and 2012, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance was decreased by $273,705. | |||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
Services and Employee Leasing Agreement | |
On June 1, 2011, the Company entered into a Services and Employee Leasing Agreement (the “Agreement”) with MJI Resource Management Corp. (“MJI”) pursuant to which the Company had agreed to pay MJI $15,000 a month and MJI agreed to make available to the Company six of its employees, including Mr. Bleak, for the purpose of performing management, operations, legal, accounting and resource location services. On August 1, 2011, the Company amended this Agreement whereby the Company had agreed to pay MJI $25,000 per month. On October 1, 2011, the Company entered into a third amendment of Agreement. Such amendment specifies the services and associated expenses in consideration for $25,000 a month as defined in the amended Agreement. Associated expenses include general administrative costs, rent, utilities and office supplies. The term of this Agreement was to commence for a period of 5 years. This Agreement may be terminated at any time by either party by giving a written notice to the other party and shall terminate 180 days following the delivery of such notice. Mr. Eckersley, one of the Company’s directors, was the former President of MJI, and Mr. Bleak serves as the sole Officer and Chairman of the Board for MJI. During the year ended December 31, 2013, 2012, and for the period from April 25, 2011 (inception) to December 31, 2013, the Company incurred $225,000, $300,000 and $525,000, respectively, of management fees. On November 8, 2013, this Agreement was terminated. | |
On November 8, 2013, contemporaneously with the termination of the Services and Employee Leasing Agreement with MJI, the Company entered into a debt forgiveness agreement with MJI, pursuant to which MJI forgave (i) $1,264,253 owed to them pursuant to outstanding invoices less $175,000 and (ii) all other debt incurred by the Company from January 1, 2011 through the November 8, 2013. The Company agreed to pay MJI $175,000 upon the closing of its future purchase of all or substantially all of the assets of a privately held or public operating company and simultaneous capital raising transaction (the “Financing”) as (i) a cash payment, (ii) conversion into the applicable dollar amount of securities issued by the Company in the Financing upon the same terms provided to the other investors in the Financing or (iii) a combination of (i) and (ii). | |
Accordingly, during the year ended December 31, 2013, the Company recognized gain on settlement of debt of $1,089,253 in connection with this debt forgiveness agreement with MJI. | |
Debt forgiveness agreement | |
On November 8, 2013, the Company entered into a debt forgiveness agreement with Bond Media Group, Inc. (“Bond”), pursuant to which Bond forgave $196,619 owed to it pursuant to outstanding invoices and all other debt incurred by the Company from January 1, 2011 through the November 8, 2013. Accordingly, during the year ended December 31, 2013, the Company recognized gain on settlement of debt of $196,619 in connection with this debt forgiveness agreement with Bond Media Group, Inc. | |
Litigation | |
On January 20, 2012, a default judgment was entered against the Company in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida, for the amount of $47,362 stemming from a complaint filed against us on November 7, 2011 by Brimmer, Burke & Keelan, LLP., for non -payment of accounting services provided to the Company’s predecessor World Energy Solutions, Inc. in 2008. Such amount is included in accounts payable and accrued expenses as reflected in the accompanying consolidated balance sheets. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
On April 26, 2011, the Company purchased a quitclaim deed for the 76 Property from Can-Am Gold Corp. that conveyed to it all of Can-Am Gold Corp.’s rights, title and interest in 36 unpatented lode mining claims located in Yavapai County, Arizona. The Company paid ten dollars ($10.00) as consideration for the quitclaim deed. Mr. Bleak, the Company’s former Chief Executive Officer, Chairman and Chief Financial Officer, is the president and sole director of Can-Am Gold Corp. Additionally, on May 2, 2011 the Company issued to Mr. Bleak 10 million shares of the Company’s common stock and a five year option to purchase 30 million shares of common stock (see Note 5). The option was issued in connection with the previous appointment of Mr. Bleak as the Chairman and Chief Executive of the Company and the transfer and conveyance of certain silver mining claims owned by Can-Am Gold Corp. | |
On June 1, 2011, the Company entered into a one year Services and Employee Leasing Agreement with MJI pursuant to which the Company agreed to pay MJI $15,000 a month, as adjusted for additional services or upon the termination of the Agreement, and MJI agreed to make available to the Company six of its employees, including Mr. Bleak, for the purpose of performing management, operations, legal, accounting, and resource location services. The Company also pays the six employees an aggregate of $11,000 a month. This Agreement may be terminated at any time by either party. On August 1, 2011, the Company amended this Agreement whereby the Company agreed to pay MJI $25,000 per month, as adjusted for additional services or upon the termination of the Agreement. On October 1, 2011, the Company entered into a third amendment of Agreement. Such amendment specifies the services and associated expenses in consideration for $25,000 per month (as adjusted for additional services or upon termination of the Agreement) and extends the term of the Agreement to five years. Mr. Eckersley, one of the Company’s former directors, was the former President of MJI. The Company’s former operations manager is the current President of MJI. During the year ended December 31, 2013 and 2012, the Company incurred $225,000 and $300,000, respectively, of management fees. On November 8, 2013, this Agreement was terminated. Additionally on November 8, 2013, the Company entered into a debt forgiveness agreement with MJI, pursuant to which MJI forgave (i) $1,264,253 owed to them pursuant to outstanding invoices less $175,000 and (ii) all other debt incurred by the Company from January 1, 2011 through the November 8, 2013 (see Note 7). As of December 31, 2013 and 2012, accounts payable due to MJI amounted to approximately $175,000 and $849,170. Such amount owed to MJI is in connection with unpaid management fees, accrued salaries for services rendered by MJI’s employees and reimbursable expenses paid by MJI for working capital purposes. | |
On February 29, 2012, the Company entered into note purchase agreements with certain investors whereby it sold an aggregate of $105,882 of convertible promissory notes at an aggregate purchase price of $90,000. These investors include Daniel Bleak and several of the Company’s existing shareholders (see Note 4). | |
On November 8, 2013, the Company entered into a note amendment agreement with Daniel Bleak pursuant to which the parties agreed to change the conversion price of a $23,529 convertible note to $0.03 per share from $0.05 per share (See Notes 4 and 5). |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
DERIVATIVE LIABILITIES | ' | ||||||||
In June 2008, a FASB approved guidance related to the determination of whether a freestanding equity-linked instrument should be classified as equity or debt under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging – Contracts in an Entity’s Own Stock. The adoption of this requirement will affected accounting for convertible instruments and warrants with provisions that protect holders from declines in the stock price (“down-round” provisions). Warrants with such provisions are no longer recorded in equity and are reclassified as a liability. | |||||||||
Instruments with down-round protection are not considered indexed to a company’s own stock under ASC Topic 815, because neither the occurrence of a sale of common stock by the company at market nor the issuance of another equity-linked instrument with a lower strike price is an input to the fair value of a fixed-for-fixed option on equity shares. | |||||||||
In connection with the issuance of its 6% convertible debentures and related warrants, the Company has determined that the terms of the convertible debentures and warrants include down-round provisions under which the conversion and exercise price could be affected by future equity offerings undertaken by the Company until the 18 month anniversary of such convertible debenture (see Note 4). Accordingly, the embedded conversion options and warrants are accounted for as liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date. The Company has recognized derivative liabilities of $11,942 and $50,888 at December 31, 2013 and 2012, respectively. The gain (loss) resulting from the decrease (increase) in fair value of this convertible instrument was $32,614 and $160,740 for the years ended December 31, 2013 and 2012, respectively. Derivative liability expense was $0 and $174,128 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Expected volatility | 235% - 320 | % | 89% - 217 | % | |||||
Expected term | 0.48 – 3.61Years | 1.5 - 4.36 Years | |||||||
Risk-free interest rate | 0.09% - 1.39 | % | 0.15% - 0.72 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
On January 21, 2014, Patrick Avery was appointed as the Chief Executive Officer, President, Chief Financial Officer, Treasurer, director and Chairman of the board of directors (the “Board”) of the Company upon the resignation of Andrew Uribe from all officer positions he held with the Company. Also on January 21, 2014, Glenn Kesner, the controlling stockholder of the Company and a former officer and director, was appointed as the Secretary of the Company. Mr. Uribe remains a director of the Company. In connection with the appointment of Mr. Avery, the Company intends to explore additional business opportunities and alternatives which may include the sale, disposition or suspension of its historic business operations. | |
On January 21, 2014, the Board approved the adoption of a 2014 Equity Incentive Plan (the “2014 Plan”). The purpose of the 2014 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The 2014 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants. Pursuant to the terms of the 2014 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Unless earlier terminated by the Board, the Plan shall terminate at the close of business on January 21, 2024. Up to 34,000,000 shares of common stock are issuable pursuant to awards under the 2014 Plan, as adjusted in a single adjustment for an issuance no later than sixty (60) days following the date of shareholder approval of the Plan in connection with (i) a private placement of the Company’s securities in which the Corporation receives gross proceeds of at least $1,000,000 and (ii) an acquisition of at least 50 mining leases and/or claims in the Holbrook Basin. | |
On January 21, 2014, the Company entered into an employment agreement with Mr. Avery (the “Employment Agreement”) whereby he agreed to serve as the Chief Executive Officer and Chairman of the board of directors for a period of two years, subject to renewal, in consideration for a base salary of $30,000 per month. The base salary shall increase to $40,000 per month if either of the following events occur: (i) the market value of the Company’s common stock reaches or exceeds $50,000,000 for seven consecutive trading days or (ii) the Company completes a strategic acquisition in the Holbrook Basin whereby it acquires a land or mineral lease (or combination thereof) that increases the Company’s land holdings (section or acre basis) by at least 50%. Under the terms of the Employment Agreement, Mr. Avery shall be eligible for an annual cash bonus in an amount equal to up to 120%, but not less than 80%, of his then-current base salary if the Company meets certain criteria, as established by the Board of Directors. The Employment Agreement shall terminate upon Mr. Avery’s death, “Total Disability” (as defined in the Employment Agreement), upon the expiration of the initial term or any renewal term, at Mr. Avery’s option upon 60 days prior written notice, at Mr. Avery’s option, in the event of an act by the Company constituting “Good Reason” (as defined in the Employment Agreement) and at the Company’s option, in the event of an act by Mr. Avery constituting “Cause” (as defined in the Employment Agreement. As further consideration for his services, Mr. Avery was issued an option under the 2014 Plan to purchase up to 7.5% of the outstanding common stock of the Company calculated on a post-Transaction pro forma basis at a per share price of $0.0001, which shall vest as follows: (i) 10% immediately on January 21, 2014, (ii) 45% on January 21, 2015 and (iii) the remaining 45% on January 21, 2016. “Transaction” is defined as (a) the consummation of a private placement of the Company’s securities in which the Corporation receives gross proceeds of at least $1,000,000 and (b) the acquisition of at least fifty lease holdings in the Holbrook Basin in Arizona. | |
Also on January 21, 2014, the Company entered into a consulting agreement with Mr. Kesner pursuant to which Mr. Kesner shall provide administrative and management services to the Company for compensation of $7,500 per month and reimbursement for the cost of group family health insurance. | |
Also on January 21, 2014, the board approved non-employee director fees of $1,000 per month and issued to each of Mr. Uribe and Mohit Bhansali, the Company’s non-employee directors, a four year option to purchase up to 4,500,000 of the Company’s issued and outstanding common stock at a cashless exercise price of $0.0001 per share. The options vest immediately. | |
On January 21, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Auracana pursuant to which it sold to Auracana its inactive wholly owned subsidiaries H-Hybrid Technologies, Inc., a Florida corporation (“Hybrid”) and RZ Acquisition Corp., a New York corporation (“RZ” and, together with Hybrid, the “Subsidiaries”). Auracana, as the owner of 3 million shares of the Company’s Series A Convertible Preferred Stock, is entitled to a super majority of the Company’s voting power and is the controlling stockholder of the Company. The Company sold the Subsidiaries to Auracana for a purchase price of $1.00. | |
A wholly-owned subsidiary, Great West Resources, Inc., a Nevada corporation was formed in January 2014. | |
On January 21, 2014, the Company’s Board of Directors voted unanimously to approve the change in domicile from Delaware to Nevada (the “Reincorporation”) and recommended the Reincorporation to its Stockholders for their approval. On January 21, 2014, the holders of in excess of 90% of the outstanding voting stock consented in writing to approve the Reincorporation. The Reincorporation was consummated on March 28, 2014 pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) between the Company and its wholly owned subsidiary Great West Resources, Inc., a Nevada corporation (“Great West”) pursuant to which the Company merged with and into Great West, with Great West as the surviving corporation that operates under the name “Great West Resources, Inc.” (the “Merger”). | |
On the effective date of the Merger: | |
(a) Each share of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and nonassessable shares of Great West Common Stock; | |
(b) Each share of the Company’s Series A Preferred Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and nonassessable shares of the Great West Series A Preferred Stock; | |
(c) Each share of the Company’s Series D Preferred Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and nonassessable shares of the Great West Series B Preferred Stock; | |
(d) All options to purchase shares of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into equivalent options to purchase 1/150th of a share of Great West Common Stock at an exercise price of $0.0001 per share; | |
(e) All warrants to purchase shares of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into equivalent warrants to purchase 1/150th of a share of Great West Common Stock at 150 times the exercise price of such converted warrants; and | |
(f) Each share of Great West Common Stock issued and outstanding immediately prior to the Effective Date were canceled and returned to the status of authorized but unissued Great West Common Stock. | |
In lieu of issuing fractional shares of Great West Common Stock or Great West Preferred Stock or options or warrants to purchase fractional shares of Great West Common Stock, to the extent that a holder’s shares of the Company’s Common Stock, the Company’s Series A Preferred Stock or the Company’s Series D Preferred Stock, when aggregated together with shares of the same class, did not convert to whole shares of Great West Common Stock, Great West Series A Preferred Stock or Great West Series B Preferred Stock, as applicable, the resulting fractional shares were rounded up to the closest full share, and all options and warrants to purchase fractional shares of Great West Common Stock were rounded up to purchase the next full share of Great West Common Stock. | |
Upon consummation of the Merger and resulting Reincorporation, the daily business operations of Great West continued as they were conducted by the Company immediately prior to the Merger, at the Company’s principal executive offices at 18 Falcon Hills Drive, Colorado 80126. The officers and directors of the Company became the officers and directors of Great West. | |
The Reincorporation effected a change in the legal domicile of the Company to Nevada from Delaware. However, the Reincorporation did not result in any change in the Company’s business, management, location of its principal executive offices, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation, which are immaterial). | |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Organization and Description of Business | ' | ||||||||||||
The Company was incorporated under the name “Swifty Carwash & Quick-Lube, Inc.” in the state of Florida on September 25, 1997. On October 22, 1999, the Company changed its name from “Swifty Carwash & Quick-Lube, Inc.” to “SwiftyNet.com, Inc.” On January 29, 2001, the Company changed its name from “SwiftyNet.com, Inc.” to “Yseek, Inc.” On June 10, 2003, the Company changed its name from “Yseek, Inc.” to “Advanced 3-D Ultrasound Services, Inc.” | |||||||||||||
The Company merged with a private Florida corporation known as World Energy Solutions, Inc. effective August 17, 2005. Advanced 3D Ultrasound Services, Inc. remained as the surviving entity as the legal acquirer, and the Company was the accounting acquirer. On November 7, 2005, the Company changed its name to World Energy Solutions, Inc. (“WESI”). On November 7, 2005, WESI merged with Professional Technical Systems, Inc. WESI remained as the surviving entity as the legal acquirer, while PTS was the accounting acquirer. On February 26, 2009, the Company had changed its name to EClips Energy Technologies, Inc. Effective April 25, 2011, the Company changed its name to “Silver Horn Mining Ltd.” from “EClips Media Technologies, Inc.”. The name change was effected pursuant to Section 253 of the Delaware General Corporation Law by merging a newly-formed, wholly-owned subsidiary of the Company with and into the Company, with the Company as the surviving corporation in the merger. Following the subsidiary merger, the Company intends to focus its efforts on mining and resources, principally silver exploration and production. As a result of the Company’s focus on mineral exploration, the Company is considered an exploration stage company. | |||||||||||||
During the year ended December 31, 2013, a minority stockholder of the Company paid operating expenses on behalf of the Company for a total of $19,675. These advances are short term in nature, non-interest bearing and due on demand. Such amount is included in the caption accounts payable and accrued expenses as reflected in the accompanying consolidated balance sheets as of December 31, 2013. | |||||||||||||
Discontinued Operations | ' | ||||||||||||
The Company’s former operations were developing and manufacturing products and services, which reduce fuel costs, save power and energy and protect the environment. The products and services were made available for sale into markets in the public and private sectors. In December 2009, the Company discontinued these operations and disposed of certain of its subsidiaries, and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. | |||||||||||||
The remaining liabilities for discontinued operations are presented in the consolidated balance sheets under the caption “Liabilities for discontinued operation” and relates to the discontinued operations of developing and manufacturing of energy saving and fuel efficient products and services. The carrying amounts of the major classes of these liabilities as of December 31, 2013 and 2012 are summarized as follows: | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Assets of discontinued operations | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||
Accounts payables and accrued expenses | $ | (112,397 | ) | $ | (112,397 | ) | |||||||
Liabilities of discontinued operations | $ | 112,397 | $ | 112,397 | |||||||||
Basis of Presentation and Principles of Consolidation | ' | ||||||||||||
The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||
Exploration Stage Company | ' | ||||||||||||
The Company has been in the exploration stage since April 25, 2011 and has not yet realized any revenues from its planned operations. The Company intends to focus on acquiring and exploring natural resource properties. Accordingly, the Company is an exploration stage company as defined in ASC 915 “Development Stage Entities”. | |||||||||||||
Use of Estimates | ' | ||||||||||||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities, debt discount and common stock issued for services. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2013, the Company has not reached bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||||||||||||
Fair value of financial instruments | ' | ||||||||||||
The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |||||||||||||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||||||||||||
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities | |||||||||||||
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data | |||||||||||||
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | |||||||||||||
The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2012 to December 31, 2013: | |||||||||||||
Conversion feature | Warrant liability | Total | |||||||||||
derivative liability | |||||||||||||
Balance at January 1, 2012 | $ | — | $ | — | $ | — | |||||||
Recognition of derivative liability | 103,313 | 108,316 | 211,629 | ||||||||||
Change in fair value included in earnings | (88,317 | ) | (72,424 | ) | (160,740 | ) | |||||||
Balance at December 31, 2012 | 14,996 | 35,892 | 50,888 | ||||||||||
Reclassification of derivative liability upon conversion of debt to equity | -6,332 | — | (6,332 | ) | |||||||||
Change in fair value included in earnings | (8,664 | ) | (23,950 | ) | (32,614 | ) | |||||||
Balance at December 31, 2013 | $ | — | $ | 11,942 | $ | 11,942 | |||||||
The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. | |||||||||||||
Mineral Property Acquisition and Exploration Costs | ' | ||||||||||||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the years ended December 31, 2013 and 2012, the Company incurred exploration cost of $5,000 and $115,832, respectively. For the period from April 25, 2011 (Inception) through December 31, 2013, the Company incurred exploration cost of $277,195. As of December 31, 2013, the Company has yet to establish proven or probable reserves on any of its mineral properties. | |||||||||||||
Stock Based Compensation | ' | ||||||||||||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||||||||||||
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |||||||||||||
Income Taxes | ' | ||||||||||||
Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |||||||||||||
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. | |||||||||||||
The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations. | |||||||||||||
Related Parties | ' | ||||||||||||
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. | |||||||||||||
Earnings per Common Share | ' | ||||||||||||
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net earnings per share for all periods presented does not include potentially dilutive common stock equivalents in the weighted average shares outstanding as they were anti-dilutive. The computation of basic and diluted earnings (loss) per share for the years ended December 31, 2013 and 2012 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
Convertible Debt (Conversion price - $0.05/share) | — | 6,867,640 | |||||||||||
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 36,750,000 | 36,750,000 | |||||||||||
Total | 36,750,000 | 43,617,640 | |||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Carrying amount of the major classes of liabilities | ' | ||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Assets of discontinued operations | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||
Accounts payables and accrued expenses | $ | (112,397 | ) | $ | (112,397 | ) | |||||||
Liabilities of discontinued operations | $ | 112,397 | $ | 112,397 | |||||||||
Reconciliation of the derivative liability measured at fair value | ' | ||||||||||||
Conversion feature | Warrant liability | Total | |||||||||||
derivative liability | |||||||||||||
Balance at January 1, 2012 | $ | — | $ | — | $ | — | |||||||
Recognition of derivative liability | 103,313 | 108,316 | 211,629 | ||||||||||
Change in fair value included in earnings | (88,317 | ) | (72,424 | ) | (160,740 | ) | |||||||
Balance at December 31, 2012 | 14,996 | 35,892 | 50,888 | ||||||||||
Reclassification of derivative liability upon conversion of debt to equity | -6,332 | — | (6,332 | ) | |||||||||
Change in fair value included in earnings | (8,664 | ) | (23,950 | ) | (32,614 | ) | |||||||
Balance at December 31, 2013 | $ | — | $ | 11,942 | $ | 11,942 | |||||||
Dilutive securities | ' | ||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
Convertible Debt (Conversion price - $0.05/share) | — | 6,867,640 | |||||||||||
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 36,750,000 | 36,750,000 | |||||||||||
Total | 36,750,000 | 43,617,640 | |||||||||||
CONVERTIBLE_DEBENTURES_AND_NOT1
CONVERTIBLE DEBENTURES AND NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible debentures and notes payable | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible debentures and notes payable | $ | - | $ | 243,382 | |||||
Less: debt discount | - | (33,272 | ) | ||||||
Convertible debentures and notes payable– net | $ | - | $ | 210,110 |
STOCKHOLDERS_DEFICIT_Tables
STOCKHOLDERS' DEFICIT (Tables) | 3 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Outstanding stock options | ' | |||||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||||||||||
Balance at January 1, 2012 | 30,000,000 | $ | 0.05 | — | ||||||||||||||||
Granted | — | — | — | |||||||||||||||||
Exercised | — | — | — | |||||||||||||||||
Forfeited | — | — | — | |||||||||||||||||
Cancelled | (30,000,000 | ) | 0.05 | — | ||||||||||||||||
Balance outstanding at December 31, 2012 | — | $ | — | — | ||||||||||||||||
Stock warrants outstanding | ' | |||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Exercise Price | Number Outstanding at | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable at | Weighted Average | |||||||||||||||
December 31, | December 31, 2013 | Exercise Price | ||||||||||||||||||
2013 | ||||||||||||||||||||
$ | 0.025 | 36,000,000 | 1.06 Years | $ | 0.025 | 36,000,000 | $ | 0.025 | ||||||||||||
0.03 | 750,000 | 3.36 Years | 0.03 | 750,000 | 0.03 | |||||||||||||||
$ | 0.025 | 36,750,000 | 2.11 Years | $ | 0.025 | 36,750,000 | $ | 0.025 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Differences between effective tax rate and the statutory federal rate | ' | ||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Tax expense (benefit) computed at "expected" statutory rate | $ | 212,200 | $ | (1,623,524 | ) | ||||
State income taxes, net of benefit | 38,111 | (178,110 | ) | ||||||
Permanent differences : | |||||||||
Stock based compensation and consulting | - | 14,11 | |||||||
Loss (gain) from change in fair value of derivative liability | (11,088 | ) | (54,652 | ) | |||||
Amortization of debt discount and other non-cash interest | 34,482 | 40,511 | |||||||
Increase (decrease) in valuation allowance | -273,705 | 1,801,660 | |||||||
Net income tax benefit | $ | - | $ | - | |||||
Deferred tax assets and liabilities | ' | ||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Deferred tax assets: | $ | 9,730,279 | $ | 10,003,984 | |||||
Net operating loss carryforward | |||||||||
Other | - | - | |||||||
Total deferred tax assets | $ | 9,730,279 | $ | 10,003,984 | |||||
Deferred tax liabilities: | |||||||||
Book basis of property and equipment in excess of tax basis | $ | - | $ | - | |||||
Total deferred tax liabilities | $ | - | $ | - | |||||
Net deferred tax asset before valuation allowance | $ | 9,730,279 | $ | 10,003,984 | |||||
Less: valuation allowance | (9,730,279 | ) | (10,003,984 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Assumptions for fair value of convertible instruments granted under Black-Scholes option pricing model | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Expected volatility | 235% - 320 | % | 89% - 217 | % | |||||
Expected term | 0.48 – 3.61Years | 1.5 - 4.36 Years | |||||||
Risk-free interest rate | 0.09% - 1.39 | % | 0.15% - 0.72 | % | |||||
Expected dividend yield | 0 | % | 0 | % |
Schedule_of_carrying_amount_of
Schedule of carrying amount of the major classes of liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Carrying Amount Of Major Classes Of Liabilities Details | ' | ' |
Assets of discontinued operations | ' | ' |
Liabilities | ' | ' |
Accounts payables and accrued expenses | -112,397 | -112,397 |
Liabilities of discontinued operations | ($112,397) | ($112,397) |
Schedule_of_Derivative_Liabili
Schedule of Derivative Liability (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Conversion Feature Derivative Liability | ' |
Balance at January 1, 2012 | ' |
Recognition of derivative liability | 103,313 |
Change in fair value included in earnings | -88,317 |
Balance at December 31, 2012 | 14,996 |
Reclassification of derivative liability upon conversion of debt to equity | -6,332 |
Change in fair value included in earnings | -8,664 |
Balance at December 31, 2013 | ' |
Warrant Liability | ' |
Balance at January 1, 2012 | ' |
Recognition of derivative liability | 108,316 |
Change in fair value included in earnings | -72,424 |
Balance at December 31, 2012 | 35,892 |
Reclassification of derivative liability upon conversion of debt to equity | ' |
Change in fair value included in earnings | -23,950 |
Balance at December 31, 2013 | 11,942 |
Total | ' |
Balance at January 1, 2012 | ' |
Recognition of derivative liability | 211,629 |
Change in fair value included in earnings | -160,740 |
Balance at December 31, 2012 | 50,888 |
Reclassification of derivative liability upon conversion of debt to equity | -6,332 |
Change in fair value included in earnings | -32,614 |
Balance at December 31, 2013 | $11,942 |
BASIS_OF_PRESENTATION_AND_SUMM3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of dilutive securities (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | ' | ' |
Convertible Debt (Conversion price - $0.05/share) | 750,000 | 6,867,640 |
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 36,750,000 | 36,750,000 |
Total | 37,500,000 | 43,617,640 |
CONVERTIBLE_DEBENTURES_AND_NOT2
CONVERTIBLE DEBENTURES AND NOTES PAYABLE - Schedule of convertible debentures and notes payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' |
Convertible debentures and notes payable | ' | $243,382 |
Less: Debt discount | ' | -33,272 |
Convertible debentures and notes payable - net | ' | $210,110 |
STOCKHOLDERS_DEFICIT_Schedule_
STOCKHOLDERS' DEFICIT - Schedule of outstanding stock options (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Equity [Abstract] | ' |
Balance at January 1, 2012 | 30,000,000 |
Granted | ' |
Exercised | ' |
Forfeited | ' |
Cancelled | -30,000,000 |
Balance outstanding at December 31, 2012 | ' |
Stock option/warrant outstanding, Weighted Average Exercise Price, Beginning Balance | $0.05 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Ending Balance | $0.05 |
COMMON_STOCK_WARRANTS_Schedule
COMMON STOCK WARRANTS - Schedule of stock warrants outstanding (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant $0.025 [Member] | ' |
Warrant exercise price | $0.03 |
Number outstanding at end of period | 36,000,000 |
Weighted Average Remaining Contractual Life | '1 year 22 days |
Number exercisable at end of period | 36,000,000 |
Weighted Average Exercise Price | $0.03 |
Warrant $0.03 [Member] | ' |
Warrant exercise price | $0.03 |
Number outstanding at end of period | 750,000 |
Weighted Average Remaining Contractual Life | '3 years 4 months 9 days |
Number exercisable at end of period | 750,000 |
Weighted Average Exercise Price | $0.03 |
Warrant Total [Member] | ' |
Warrant exercise price | $0.03 |
Number outstanding at end of period | 36,750,000 |
Weighted Average Remaining Contractual Life | '2 years 1 month 9 days |
Number exercisable at end of period | 36,750,000 |
Weighted Average Exercise Price | $0.03 |
INCOME_TAXES_Schedule_of_diffe
INCOME TAXES - Schedule of differences between effective tax rate and the statutory federal rate (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Tax benefit computed at "expected" statutory rate | $212,200 | ($1,623,524) |
State income taxes, net of benefit | 38,111 | -178,110 |
Permanent differences: | ' | ' |
Stock based compensation and consulting | ' | 14,115 |
Loss (gain) from change in fair value of derivative liability | -11,088 | -54,652 |
Amortization of debt discount and other non-cash interest | 34,482 | 40,511 |
Increase (decrease) in valuation allowance | -273,705 | 1,801,660 |
Net income tax benefit | ' | ' |
INCOME_TAXES_Schedule_of_defer
INCOME TAXES - Schedule of deferred tax assets and liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carryforward | $9,730,279 | $10,003,984 |
Other | ' | ' |
Total deferred tax assets | 9,730,279 | 10,003,984 |
Deferred tax liabilities: | ' | ' |
Book basis of property and equipment in excess of tax basis | ' | ' |
Total deferred tax liabilities | ' | ' |
Net deferred tax asset before valuation allowance | 9,730,279 | 10,003,984 |
Less: valuation allowance | -9,730,279 | -10,003,984 |
Net deferred tax asset | ' | ' |
DERIVATIVE_LIABILITIES_Schedul
DERIVATIVE LIABILITIES - Schedule of assumptions for fair value of convertible instruments under Black-Scholes model (Details) (Derivative Liability, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Lower Range | ' | ' |
Expected dividend yield | $0 | $0 |
Expected volatility | 235.00% | 89.00% |
Expected term | '0 years 5 months 23 days | '1 year 6 months |
Risk-free interest rate (annual) | 0.90% | 0.15% |
Upper Range | ' | ' |
Expected dividend yield | $0 | $0 |
Expected volatility | 320.00% | 217.00% |
Expected term | '3 years 7 months 10 days | '4 years 4 months 10 days |
Risk-free interest rate (annual) | 1.39% | 0.72% |
BASIS_OF_PRESENTATION_AND_SUMM4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | 32 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Details Narrative | ' | ' | ' |
Exploration cost | $5,000 | $115,832 | $277,195 |
Insurance by the FDIC, maximum | 250,000 | ' | 250,000 |
Operating expenses paid by a minority stockholder directly to the Company's vendors | $19,675 | ' | $19,675 |
MINERAL_CLAIMS_Details_Narrati
MINERAL CLAIMS (Details Narrative) (USD $) | Apr. 26, 2011 | Jul. 01, 2011 | Apr. 26, 2011 |
COD Property in Mohave County, AZ | 76 Property in Yavapai County, AZ | ||
acre | acre | ||
Unpatented Lode Mining Claims Acquired | ' | 14 | 36 |
Acres of Property | ' | 280 | 720 |
Cash paid for quitclaim deed | $10 | ' | $10 |
Annual claim fees to BLM, per claim | ' | 140 | 140 |
Annual claim fees to county, per claim | ' | $10 | $10 |
CONVERTIBLE_DEBENTURES_AND_NOT3
CONVERTIBLE DEBENTURES AND NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended | 32 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 7 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | 9-May-12 | Nov. 09, 2013 | Feb. 29, 2012 | Nov. 09, 2013 | Feb. 07, 2012 | Dec. 31, 2011 | Apr. 30, 2011 | Jan. 31, 2011 | Nov. 08, 2013 | Feb. 04, 2010 | Mar. 31, 2012 | Mar. 16, 2010 | Feb. 04, 2010 | Dec. 31, 2010 | Mar. 16, 2010 | Dec. 31, 2010 | Sep. 30, 2010 | |
Convertible Debentures issued May 9, 2012 | Convertible Notes Payable | Convertible Notes Payable | 6% Convertible Debentures Amended November 2013 | 6% Convertible Debentures Amended November 2013 | 6% Convertible Debentures Amended November 2013 | 6% Convertible Debentures Amended November 2013 | 6% Convertible Debentures Amended November 2013 | 6% Convertible Debentures Amended November 2013 | Convertible Debentures issued February 4, 2010 | Convertible Debentures issued February 4, 2010 | Convertible Debentures issued February 4, 2010 | Convertible Debentures issued December 17, 2009 | Convertible Debentures issued December 17, 2009 | Convertible Debentures issued December 17, 2009 | Convertible Debentures issued March to June 2010 | Convertible Debentures issued March to June 2010 | |||||
Amended | Amended | Amended | |||||||||||||||||||
Debt Instrument face amount | ' | ' | ' | ' | $37,500 | ' | $105,882 | ' | ' | ' | ' | ' | $137,500 | $200,000 | ' | ' | ' | ' | ' | ' | $750,000 |
Sale price of debt instrument | ' | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | 6.00% |
Debt Maturity Period, months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | 24 |
Conversion Price | ' | ' | ' | ' | $0.05 | ' | $0.05 | ' | ' | ' | ' | ' | $0.03 | $0.05 | ' | ' | ' | ' | ' | ' | $0.05 |
Conversion expiration, in months | ' | ' | ' | ' | 18 | ' | ' | ' | ' | ' | ' | ' | ' | 18 | ' | ' | ' | ' | ' | ' | 18 |
Warrants issued in conjunction with debt | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | 30,000,000 |
Warrants issued in conjunction with debt, term in years | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | 5 |
Warrant Exercise Price | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | $0.03 |
Expected dividend yield | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | $0 | ' | ' | $0 | ' |
Expected volatility | ' | ' | ' | ' | 241.00% | ' | ' | ' | ' | ' | ' | ' | ' | 219.00% | ' | ' | 219.00% | ' | ' | 211.00% | ' |
Risk-free interest rate (annual) | ' | ' | ' | ' | 0.77% | ' | ' | ' | ' | ' | ' | ' | ' | 2.29% | ' | ' | 2.29% | ' | ' | 2.43% | ' |
Professional and consulting | 130,241 | 280,770 | 395,249 | 719,260 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt issuance costs, into Interest Expense | 33,272 | 119,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,252 | ' | ' | ' | ' | ' | ' |
Conversion price, modified | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | $0.03 | ' | ' |
Warrants issued in conjunction with debt, modified | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | 3,000,000 | ' | ' |
Additional Debt Issued, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' |
Debt instrument cancelled, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | ' | ' | ' |
Contributed capital in connection with an extinguishment of a convertible debenture | ' | ' | 95,000 | 31,666 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' |
Less: debt discount | ' | ' | ' | ' | 37,500 | ' | 105,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 |
Debt assigned, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants assigned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt assigned, purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants converted, proceeds to company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt converted to shares, face amount | ' | ' | ' | ' | 55,000 | ' | ' | ' | 55,000 | 325,000 | 125,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt converted to shares, shares | ' | ' | ' | ' | 2,200,000 | 3,529,400 | ' | 4,583,333 | 2,200,000 | 13,000,000 | 5,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise, number of shares converted into | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value of Shares Issued | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | 33,272 | 119,151 | 499,304 | 487,236 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Interest | $98,275 | $79,120 | ' | $98,275 | ' | ' | ' | ' | ' | ' | ' | ' | $38,500 | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERS' DEFICIT (Details Narrative) (USD $) | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Nov. 08, 2013 | Nov. 30, 2012 | Feb. 21, 2012 | Feb. 07, 2012 | Dec. 31, 2011 | Jun. 30, 2011 | 23-May-11 | 2-May-11 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized capital, common stock | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized capital, common stock par value | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized capital, preferred stock | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized capital, preferred stock par value | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock designated as Series A | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock designated as Series D | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized Series D Preferred Stock | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' |
Conversion of Series D Preferred Stock into the Company's common stock | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' |
Series D Preferred Stock affiliated with more than the outstanding shares of common stock | ' | ' | ' | 9.99% | ' | ' | ' | ' | ' | ' |
Issuance of Series D Preferred Stock | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Issuance of Series D Preferred Stock Purchase Price | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' | ' |
Assigned total principal amount of convertible debentures | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' |
Purchase price of Assigned Securities | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' |
Issuance of common stock in connection with the conversion of the Assigned Debenture | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' |
Issuance of common stock to Daniel Bleak | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Five year option to purchase shares of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 |
Exercise price, per share, for common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 |
Mineral cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 |
Shares of common stock sold | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' |
Purchase price of common stock sold, per share | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' |
Aggregate purchase price of common stock sold | ' | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' |
Total amount of convertible debentures converted into common stock | ' | ' | ' | ' | ' | 55,000 | 325,000 | ' | ' | ' |
Issuance of common stock in connection with the conversion of convertible debentures | ' | ' | ' | ' | ' | 2,200,000 | 13,000,000 | ' | ' | ' |
Issuance of common stock to consultant for consulting and investor relations services rendered | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Valued common shares at the fair market value, per share | ' | ' | ' | ' | $0.14 | ' | $0.13 | ' | ' | ' |
Valued common shares at the fair market value | ' | ' | ' | ' | 3,500,000 | ' | 130,000 | ' | ' | ' |
Stock based consulting | ' | ' | ' | ' | ' | ' | 130,000 | ' | ' | ' |
Purchased shares of common stock to Mr. Bleak | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' |
Restricted shares of common stock granted to Mr. Bleak as compensation for continued services | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' |
Cancelled shares | ' | ' | 34,500,000 | ' | ' | ' | ' | ' | ' | ' |
Adjustment to additional paid in capital | ' | ' | 3,450 | ' | ' | ' | ' | ' | ' | ' |
Conversion price convertible notes | ' | ' | 243,382 | ' | ' | ' | ' | ' | ' | ' |
Conversion price per share | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion | ' | ' | 8,112,733 | ' | ' | ' | ' | ' | ' | ' |
Interest expense for conversion | ' | ' | 68,147 | ' | ' | ' | ' | ' | ' | ' |
Option to purchase shares of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 |
Option to purchase shares of Common Stock, per option | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 |
Option to purchase shares of Common Stock, total amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,494,596 |
Volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25900.00% |
Risk-free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.96% |
Stock-based compensation expense related to stock options | $0 | $41,516 | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Net operating loss carry forward for tax purposes | $24,600,000 |
Decrease in valuation allowance | $273,705 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 32 Months Ended | |||||
Nov. 09, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 20, 2012 | Oct. 01, 2011 | Aug. 01, 2011 | Jun. 01, 2011 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly fee for Service and Employee Leasing Agreement with MJI Resource Management Corp. | ' | ' | ' | ' | ' | ' | ' | $15,000 |
Amended monthly fee terms for Agreement | ' | ' | ' | ' | ' | ' | 25,000 | ' |
Third amendment to Agreement monthly fee terms to include general administrative costs, rent, utilities and office supplies | ' | ' | ' | ' | ' | 25,000 | ' | ' |
Agreement term period | ' | ' | ' | ' | ' | '5 years | ' | ' |
Management fees incurred pursuant to Agreement | ' | 225,000 | 300,000 | 525,000 | ' | ' | ' | ' |
Default judgment amount from complaint filed against Company by Brimmer, Burke & Keelan, LLP | ' | ' | ' | ' | 47,362 | ' | ' | ' |
Gain on settlement of debt MJI | 1,089,253 | ' | ' | ' | ' | ' | ' | ' |
Gain on settlement of debt Bond Media | $196,619 | ' | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Dec. 31, 2013 | Feb. 29, 2012 | Oct. 01, 2011 | Aug. 01, 2011 | Jun. 01, 2011 | Apr. 26, 2011 |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' | ' |
Cash paid for quitclaim deed | ' | ' | ' | ' | ' | $10 |
Monthly fee for Service and Employee Leasing Agreement with MJI Resource Management Corp. | ' | ' | ' | ' | 15,000 | ' |
MJI Agreement initial term period | ' | ' | ' | ' | '1 year | ' |
Monthly aggregate payment to six MJI employees made available to Company for management, operations, legal, accounting and resource location services | ' | ' | ' | ' | 11,000 | ' |
Amended monthly fee terms for Agreement | ' | ' | ' | 25,000 | ' | ' |
Third amendment to Agreement monthly fee terms to include general administrative costs, rent, utilities and office supplies | ' | ' | 25,000 | ' | ' | ' |
Agreement term period | ' | ' | '5 years | ' | ' | ' |
Accounts payable amount due to MJI | 1,264,253 | ' | ' | ' | ' | ' |
Convertible promissory notes sold in note purchase agreement with certain investors | ' | 105,882 | ' | ' | ' | ' |
Convertible promissory note aggregate purchase price | ' | $90,000 | ' | ' | ' | ' |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 32 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' | ' | ' | ' |
Derivative liabilities | $11,942 | $50,888 | $11,942 | $50,888 | $11,942 |
Loss resulting from increase in fair value of convertible instrument | ' | ' | 32,614 | 160,740 | -487,586 |
Derivative liability expense | $0 | $174,128 | ' | ' | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
Jan. 22, 2014 | Dec. 31, 2013 | Jan. 22, 2014 | Jan. 21, 2014 | Jan. 21, 2014 | Jan. 22, 2014 | Jan. 21, 2014 | Jan. 22, 2014 | Jan. 21, 2014 | Jan. 22, 2014 | Jan. 21, 2014 | |
Chief Executive Officer and Chairman Avery | Chief Executive Officer and Chairman Avery | Kesner | Uribe | Uribe | Bhansali | Bhansali | 2014 Plan | 2014 Plan | |||
Shares authorized by Plan | ' | 750,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 34,000,000 |
Terms of plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The 2014 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants. Pursuant to the terms of the 2014 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Unless earlier terminated by the Board, the Plan shall terminate at the close of business on January 21, 2024. Up to 34,000,000 shares of common stock are issuable pursuant to awards under the 2014 Plan, as adjusted in a single adjustment for an issuance no later than sixty (60) days following the date of shareholder approval of the Plan in connection with (i) a private placement of the Company’s securities in which the Corporation receives gross proceeds of at least $1,000,000 and (ii) an acquisition of at least 50 mining leases and/or claims in the Holbrook Basin. | |||||||||||
Monthly base salary | ' | ' | ' | $30,000 | $7,500 | ' | $1,000 | ' | $1,000 | ' | ' |
Percentage of Plan shares authorized to purchase | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' | ' |
Vesting terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Which shall vest as follows: (i) 10% immediately on January 21, 2014, (ii) 45% on January 21, 2015 and (iii) the remaining 45% on January 21, 2016. “Transaction” is defined as (a) the consummation of a private placement of the Company’s securities in which the Corporation receives gross proceeds of at least $1,000,000 and (b) the acquisition of at least fifty lease holdings in the Holbrook Basin in Arizona. | |||||||||||
Options | ' | ' | ' | ' | ' | 4,500,000 | ' | 4,500,000 | ' | ' | ' |
Purchase price for Subsidiaries | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |