Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 12, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Great West Resources, Inc. | ' | ' |
Entity Central Index Key | '0001058307 | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
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 | ' | 11,510,950 | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $400,100 | $0 |
Total Current Assets | 400,100 | 0 |
Total Assets | 400,100 | 0 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 571,772 | 466,493 |
Accounts payable - related party | 175,000 | 175,000 |
Loan payable - related party | 35,000 | ' |
Derivative liability | 4,880 | 11,942 |
Liabilities for discontinued operations | ' | 112,397 |
Total Current Liabilities | 786,652 | 765,832 |
Stockholders' Deficit | ' | ' |
Common stock, $0.0001 par value; 200,000,000 shares authorized, 9,510,950 and 1,510,975 shares issued and outstanding, respectively | 951 | 151 |
Additional paid-in capital | 48,782,092 | 48,203,058 |
Accumulated deficit | -49,169,598 | -48,969,044 |
Total Stockholders' Deficit | -386,552 | -765,832 |
Total Liabilities and Stockholders' Deficit | 400,100 | 0 |
Preferred stock, Series B | ' | ' |
Stockholders' Deficit | ' | ' |
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; Series A, $0.0001 par value; 20,000 shares authorized, 20,000 issued and outstanding; Series B, $0.0001 par value; 30,000 shares authorized, 6,666 issued and outstanding | 1 | 1 |
Preferred Stock Series A | ' | ' |
Stockholders' Deficit | ' | ' |
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; Series A, $0.0001 par value; 20,000 shares authorized, 20,000 issued and outstanding; Series B, $0.0001 par value; 30,000 shares authorized, 6,666 issued and outstanding | $2 | $2 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 20,000,000 | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 9,510,950 | 1,510,975 |
Common stock, shares outstanding | 9,510,950 | 1,510,975 |
Preferred stock, Series B | ' | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 30,000 | ' |
Preferred stock, shares issued | 6,666 | ' |
Preferred stock, shares outstanding | 6,666 | ' |
Preferred Stock Series A | ' | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 20,000 | ' |
Preferred stock, shares issued | 20,000 | ' |
Preferred stock, shares outstanding | 20,000 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Net revenues | ' | ' | ' | ' |
Operating Expenses | ' | ' | ' | ' |
Payroll expense and stock based compensation | 45,000 | 59,966 | 195,000 | 190,083 |
Management fees - related party | ' | 75,000 | ' | 225,000 |
Exploration cost | ' | ' | ' | 5,000 |
Professional and consulting | 33,000 | 14,798 | 343,771 | 47,883 |
General and administrative expenses | 4,993 | 13,648 | 42,190 | 19,673 |
Total Operating Expenses | 82,993 | 163,412 | 580,961 | 487,639 |
Loss from Operations | -82,993 | -163,412 | -580,961 | -487,639 |
Other Income (Expense) | ' | ' | ' | ' |
Interest expense | ' | -2,106 | ' | -45,296 |
Other income | 178,345 | ' | 178,345 | ' |
Gain from forgiveness of debt | 195,000 | ' | 195,000 | ' |
Change in fair value of derivative liability | 19,767 | 21,315 | 7,062 | 22,807 |
Total Other Income (Expense), net | 393,112 | 19,209 | 380,407 | -22,489 |
Net Loss | $310,119 | ($144,203) | ($200,554) | ($510,128) |
Net Loss Per Share - Basic and Diluted | $0.19 | ($0.09) | ($0.13) | ($0.30) |
Weighted average number of shares outstanding during the period Basic and Diluted | 1,597,907 | 1,686,890 | 1,540,254 | 1,686,890 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net Loss | ($200,554) | ($510,128) |
Adjustments to reconcile net loss to net cash used in operations | ' | ' |
Amortization of debt discount | ' | 27,022 |
Change in fair value of derivative liabilities | 7,062 | 22,807 |
Stock based consulting expense | 179,834 | ' |
Gain from forgiveness of debt | -195,000 | ' |
Non-cash other income | -178,345 | ' |
Changes in operating assets and liabilities: | ' | ' |
Decrease in prepaid expenses | ' | 7,500 |
Increase in accounts payable and accrued expenses | 366,227 | 498,393 |
Net Cash Used In Operating Activities | -34,900 | -20 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from issuance of common stock | 400,000 | ' |
Net proceeds from a loan - related party | 35,000 | ' |
Net Cash Provided by Financing Activities | 435,000 | ' |
Net decrease in Cash | 400,100 | -20 |
Cash at Beginning of Period | ' | 20 |
Cash at End of Period | 400,100 | ' |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for taxes | ' | ' |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
Organization and Description of Business | |||||||||
The Company was formerly Silver Horn Mining Ltd., a Delaware corporation. 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 focused 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. | |||||||||
On January 21, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Auracana, LLC (“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 20,000 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 inactive Subsidiaries to Auracana for a purchase price of $1.00. | |||||||||
A wholly-owned subsidiary, Great West Resources, Inc., a Nevada corporation, was formed on January 24, 2014. | |||||||||
On January 21, 2014, the Company’s Board of Directors voted unanimously to approve a 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 non-assessable 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 non-assessable 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 non-assessable 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. | |||||||||
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. All share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Merger and Reincorporation. | |||||||||
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 condensed consolidated financial statements and related footnotes to conform to this presentation. | |||||||||
The remaining liabilities for discontinued operations are presented in the condensed 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 September 30, 2014 and December 31, 2013 are summarized as follows: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Assets of discontinued operations | $ | - | $ | - | |||||
Liabilities | |||||||||
Accounts payables and accrued expenses | $ | - | $ | (112,397 | ) | ||||
Liabilities of discontinued operations | $ | - | $ | (112,397 | ) | ||||
In September 2014, the Company recorded $112,397 against other income which is attributable to the reduction of liabilities from discontinued operations dating back from fiscal year 2009 which were over four years old for which the Company has determined the statute of limitations has expired. Additionally, the Company also recorded a reduction of $65,948 of accounts payable over four years old for which the Company has determined the statute of limitations has expired. Consequently, during the nine months ended September 30, 2014, the Company recognized total other income of $178,345. | |||||||||
Basis of Presentation and Principles of Consolidation | |||||||||
The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). During fiscal 2013, the consolidated financial statements of the Company include the Company and its inactive wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. As of September 30, 2014, as a result of the sale of the Company’s wholly owned subsidiaries in January 2014, the Company no longer has wholly-owned subsidiaries. | |||||||||
Use of Estimates | |||||||||
In preparing the condensed 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 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 high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. | |||||||||
Unaudited Interim Financial Statements | |||||||||
The interim financial statements of the Company as of September 30, 2014 and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2014, and the results of its operations and its cash flows for the periods ended September 30, 2014. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2014. The accompanying condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited condensed consolidated financial statements as of December 31, 2013, filed with the SEC, for additional information, including significant accounting policies. | |||||||||
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, 2014 to September 30, 2014: | |||||||||
Warrant liability | |||||||||
Balance at January 1, 2014 | $ | 11,942 | |||||||
Change in fair value included in earnings | (7,062 | ) | |||||||
Balance at September 30, 2014 | $ | 4,880 | |||||||
The Company did not identify any other assets or liabilities that are required to be presented on the condensed 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 loans payable – related party 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 nine months ended September 30, 2014 and 2013, the Company incurred exploration cost of $0 and $5,000, respectively. | |||||||||
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 condensed 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 nine months ended September 30, 2014 and 2013 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||||||
30-Sep-14 | 30-Sep-13 | ||||||||
Convertible Debt (Conversion price - $0.05/share) | - | 5,000 | |||||||
Stock Options (Exercise price - $0.015/share) | 60,000 | - | |||||||
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 245,000 | 245,000 | |||||||
Total | 305,000 | 250,000 | |||||||
Recent Accounting Pronouncements | |||||||||
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended September 30, 2014. | |||||||||
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 condensed consolidated financial statements upon adoption. |
GOING_CONCERN_CONSIDERATIONS
GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN CONSIDERATIONS | ' |
The accompanying condensed consolidated financial statements are prepared assuming the Company will continue as a going concern. At September 30, 2014, the Company had an accumulated deficit of approximately $49.2 million, and a working capital deficiency of approximately $387,000. For the nine months ended September 30, 2014, the Company incurred a net loss of approximately $201,000 and had cash flows used in operations in the amount of approximately $35,000. 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 condensed 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 | 9 Months Ended |
Sep. 30, 2014 | |
Extractive Industries [Abstract] | ' |
MINERAL CLAIMS | ' |
On October 27, 2014, the Company was informed that annual maintenance fee payments to the BLM for its mining claims on the 76 Property and the COD Property were not made in August 2013. As a result, the Company may have no rights to these claims. | |
THE 76 PROPERTY | |
The 76 Property is located in Yavapai County, Arizona, 50 miles northwest of Phoenix, Arizona. The property consisted 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. 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 were $140 per claim per year, plus an annual fee of $10 per claim per year to Yavapai County. | |
The 76 Property does not currently have any reserves. All activities undertaken 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 consisted 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 COD Property does not currently have any reserves. All activities undertaken at the COD Property were 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. | |
LOAN_PAYABLE_RELATED_PARTY
LOAN PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
LOAN PAYABLE - RELATED PARTY | ' |
Between March 2014 and May 2014, an affiliated company loaned a total of $35,000 to the Company. This loan is non-interest bearing and is due on demand. The proceeds were used for working capital purposes. As of September 30, 2014, the loan payable amounted to $35,000. The affiliated company is owned by a majority stockholder of the Company. The affiliated party sold the notes to another affiliated party who, on October 15, 2014, pursuant to an exchange agreement, exchanged the notes and relinquished any and all other rights it may have pursuant to the notes in exchange for 750,000 shares of newly designated Series D Convertible Preferred Stock (see Note 9). |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | |||||||||||||||||||
On March 28, 2014, upon consummation of the Merger and resulting Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Merger and Reincorporation. | ||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||
As of September 30, 2014, there were 20,000,000 shares of Preferred Stock authorized. | ||||||||||||||||||||
As of September 30, 2014, there were 20,000 shares of Series A Preferred Stock authorized and 20,000 shares issued and outstanding. | ||||||||||||||||||||
As of September 30, 2014, there were 30,000 shares of Series B Preferred Stock authorized and 6,666 shares issued and outstanding. | ||||||||||||||||||||
Common Stock | ||||||||||||||||||||
As of September 30, 2014, there were 200,000,000 shares of Common Stock authorized and 9,510,950 shares issued and outstanding. | ||||||||||||||||||||
On September 29, 2014, the Company sold an aggregate of 200,000 units (“Units”) at a per Unit purchase price of $2.00, in a private placement to certain accredited investors (the “Investors”) for gross proceeds of $400,000. Each Unit consists of: forty (40) shares of the Company’s common stock or at the election of any purchaser who would, as a result of purchase of Units become a beneficial owner of five (5%) percent or greater of the outstanding Common Stock of the Company, four (4) shares of the Company’s newly designated Series C Preferred Stock, par value $0.0001 per share, with each share convertible into ten (10) shares of Common Stock. In September 2014, the Company issued 8 million shares of common stock from this private placement sale. | ||||||||||||||||||||
Stock Options | ||||||||||||||||||||
2014 Equity Incentive Plan | ||||||||||||||||||||
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 226,667 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 board approved non-employee director fees of $1,000 per month and issued to each of Mr. Uribe and Mr. Bhansali, the Company’s non-employee directors, a four year option to purchase up to 30,000 of the Company’s issued and outstanding common stock at a cashless exercise price of $0.0001 per share. The options vested immediately. | ||||||||||||||||||||
The 60,000 options were valued on the grant date at approximately $3.00 per option or a total of $179,834 using a Black-Scholes option pricing model with the following assumptions: stock price of $3.00 per share (based on the quoted trading price on the grant date), volatility of 260%, expected term of 4 years, and a risk free interest rate of 0.81%. During the nine months ended September 30, 2014, the Company recorded stock based consulting expense related to options of $179,834. | ||||||||||||||||||||
Option activities for the nine months ended September 30, 2014 are summarized as follows: | ||||||||||||||||||||
Nine months ended September 30, 2014 | ||||||||||||||||||||
Number of Options | Weighted Average Exercise Price | |||||||||||||||||||
Balance at January 1, 2014 | - | $ | - | |||||||||||||||||
Granted | 60,000 | 0.0001 | ||||||||||||||||||
Balance at September 30, 2014 | 60,000 | $ | 0.0001 | |||||||||||||||||
Options exercisable at September 30, 2014 | 60,000 | 0.0001 | ||||||||||||||||||
Options exercisable at end of period | 60,000 | $ | 0.0001 | |||||||||||||||||
Weighted average fair value of options granted during the period | 3 | |||||||||||||||||||
Stock options outstanding at September 30, 2014 as disclosed in the above table have approximately $60,000 of intrinsic value at the end of the period. | ||||||||||||||||||||
Stock Warrants | ||||||||||||||||||||
The following table summarizes the Company’s stock warrants outstanding at September 30, 2014: | ||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Exercise | Number Outstanding at September 30, 2014 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable at September 30, 2014 | Weighted Average Exercise Price | |||||||||||||||
Price | ||||||||||||||||||||
$ | 3.75 | 240,000 | 0.31 Years | $ | 3.75 | 240,000 | $ | 3.75 | ||||||||||||
4.5 | 5,000 | 2.61 Years | 4.5 | 5,000 | 4.5 | |||||||||||||||
$ | 3.75 | 245,000 | 1.36 Years | $ | 3.75 | 245,000 | $ | 3.75 | ||||||||||||
There were no changes that occurred during the nine months ended September 30, 2014. There were 245,000 warrants outstanding as of September 30, 2014. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
Employment Agreements | |
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 would have increased to $40,000 per month if either of the following events occur: (i) the market value of the Company’s common stock reached or exceeded $50,000,000 for seven consecutive trading days or (ii) the Company completed 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%. | |
On August 18, 2014, the Company entered into a Mutual Release Agreement (the “Agreement”) whereby Patrick Avery resigned from all of his positions with the Company, including Chief Executive Officer, President, Chief Financial Officer, Treasurer, director and Chairman of the board of directors. Mr. Avery's resignation was not a result of any disagreement with the Company, its policies or management. Pursuant to the Agreement, Mr. Avery released and discharged the Company and its affiliates from any charges, liabilities and obligations. Consequently, during the nine months ended September 30, 2014, the Company recognized a gain from forgiveness of his accrued salaries of $195,000 and has been included in gain from forgiveness of debt in the accompanying consolidated statements of operations. | |
On January 21, 2014, the board approved non-employee director fees of $1,000 per month and issued to each of Mr. Uribe and Mr. Bhansali, the Company’s non-employee directors, a four year option to purchase up to 30,000 of the Company’s issued and outstanding common stock at a cashless exercise price of $0.0001 per share. The options vested immediately (see Note 5). As of September 30, 2014, accrued director fees amounted to $16,000 and were included in accounts payable and accrued expenses. | |
On October 15, 2014, each of Andrew Uribe and Mohit Bhansali resigned from the Board of Directors of the Company. The Company entered into separation agreements with each of Mr. Uribe and Mr. Bhansali pursuant to which, in exchange for a release of all claims against the Company, each received a one-time severance payment as follows: (i) Andrew Uribe received $2,500, and (ii) Mohit Bhansali received $2,500 (see Note 9). | |
Litigation | |
On February 1, 2012, the British Columbia Securities Commission issued a cease trade order barring trading in the Company’s common stock in British Columbia, Canada, for failure to make required securities disclosures in British Columbia. The cease trade order has no extraterritorial effect outside of British Columbia. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
On January 21, 2014, the Company entered into a securities purchase agreement with Auracana pursuant to which it sold to Auracana its inactive wholly owned subsidiaries H-Hybrid Technologies, Inc., a Florida corporation and RZ Acquisition Corp., a New York corporation. Auracana, as the owner of 20,000 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. | |
On January 21, 2014, the Company entered into a consulting agreement with Mr. Glenn 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. Mr. Kesner is the President of Auracana. Mr. Kesner was also appointed as Secretary of the Company on January 21, 2014. As of September 30, 2014, accrued consulting fees amounted to $60,000 and were included in accounts payable and accrued expenses. On October 15, 2014, Mr. Kesner resigned as the Secretary of the Company. The Company entered into a separation agreement with Mr. Kesner pursuant to which, in exchange for a release of all claims against the Company, Mr. Kesner received a one-time severance payment of $5,000 (see Note 9). | |
Between March 2014 and May 2014, an affiliated company loaned a total of $35,000 to the Company. This loan is non-interest bearing and is due on demand. The proceeds were used for working capital purposes. As of September 30, 2014, loan payable amounted to $35,000. The affiliated company is owned by a majority stockholder of the Company (see Note 4). |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
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 warrants include down-round provisions under which the exercise price could be affected by future equity offerings. Accordingly, the 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 $4,880 and $11,942 at September 30, 2014 and December 31, 2013, respectively. The gain (loss) resulting from the decrease in fair value of this convertible instrument was $7,062 and $22,807 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||
The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Expected volatility | 312 | % | 235% - 320 | % | |||||
Expected term | 2.61 Years | 0.48 - 3.61 Years | |||||||
Risk-free interest rate | 1.07 | % | 0.09% - 1.39 | % | |||||
Expected dividend yield | 0 | % | 0 | % |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Private Placement | |
On October 15, 2014, the Company sold an aggregate of 50,000 units (2 million shares of common stock) for gross proceeds of $100,000. | |
Exchange Agreements | |
On October 15, 2014, the Company entered into an exchange agreement with a holder of promissory notes who is considered a related party in the aggregate principal face amount of $35,000 previously issued by the Company (see Note 4). Pursuant to the exchange agreement, the note holder exchanged the notes and relinquished any and all other rights it may have pursuant to the notes in exchange for 750,000 shares of newly designated Series D Convertible Preferred Stock. | |
Also on October 15, 2014, the Company entered into a series of exchange agreement with certain former holders of convertible debentures who had previously converted the debentures but who were still owed unpaid interest on the debentures in the aggregate amount of $98,274. Pursuant to the exchange agreements, the holders exchanged the right to receive unpaid interest and relinquished any and all other rights that they may have pursuant to the debentures in exchange for 4,250,000 shares of newly designated Series D Preferred. | |
Series C Convertible Preferred | |
On October 10, 2014, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation for the Series C Preferred, setting forth the rights, powers, and preferences of the Series C Convertible Preferred Stock (the “Series C Certificate of Designation”). | |
Pursuant to the Series C Certificate of Designation, the Company designated 3,000,000 shares of its blank check preferred stock as Series C Convertible Preferred. Each share of Series C Preferred has a stated value of $0.001 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series C Preferred will be entitled to a payment as set forth in the Series C Certificate of Designation. The Series C Preferred is convertible into ten (10) shares of the Company’s Common Stock. Each share of Series C Preferred entitles the holder to vote on all matters voted on by holders of Common Stock as a single class. With respect to any such vote, each share of Series C Preferred entitles the holder to cast ten (10) votes per share of Series C Preferred owned at the time of such vote. The Company is prohibited from effecting the conversion of the Series C Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99%, in the aggregate, of the issued and outstanding shares of Common Stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series C Preferred. | |
Series D Convertible Preferred | |
On October 15, 2014, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation for the Series D Preferred, setting forth the rights, powers, and preferences of the Series D Convertible Preferred Stock (the “Series D Certificate of Designation”). | |
Pursuant to the Series D Certificate of Designation, the Company designated 5,000,000 shares of its blank check preferred stock as Series D Convertible Preferred. Each share of Series D Preferred has a stated value of $0.001 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series D Preferred will be entitled to a payment as set forth in the Series D Certificate of Designation. The Series D Preferred is convertible into twenty (20) shares of the Company’s Common Stock. Each share of Series D Preferred entitles the holder to vote on all matters voted on by holders of Common Stock as a single class. With respect to any such vote, each share of Series D Preferred entitles the holder to cast twenty (20) votes per share of Series D Preferred owned at the time of such vote. The Company is prohibited from effecting the conversion of the Series D Preferred to the extent that, as a result of such conversion, the holder beneficially owns more than 4.99%, in the aggregate, of the issued and outstanding shares of Common Stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series D Preferred. | |
Appointment and Departure of Directors and Officers | |
On September 24, 2014, David Rector was appointed as a director of the Company. Subsequently on October 15, 2014, Mr. Rector was appointed as the Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. | |
Also on October 15, 2014, each of Andrew Uribe and Mohit Bhansali resigned from the Board of Directors of the Company and Glenn Kesner resigned as the Secretary of the Company. None of the resignations of Messrs. Uribe, Bhansali, or Kesner were as a result of any disagreements with the Company with respect to the Company’s operations, policies or practices. The Company entered into separation agreements (each a “Separation Agreement”) with each of Mr. Uribe, Mr. Bhansali and Mr. Kesner pursuant to which, in exchange for a release of all claims against the Company, each received a one-time severance payment as follows: (i) Andrew Uribe received $2,500, (ii) Mohit Bhansali received $2,500, and (iii) Glenn Kesner receive $5,000. | |
Mineral Claims | |
On October 27, 2014, the Company was informed that annual maintenance fee payments to the BLM for its mining claims on the 76 Property and the COD Property were not made in August 2013. As a result, the Company may have no rights to these claims. |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Organization and Description of Business | ' | ||||||||
The Company was formerly Silver Horn Mining Ltd., a Delaware corporation. 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 focused 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. | |||||||||
On January 21, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Auracana, LLC (“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 20,000 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 inactive Subsidiaries to Auracana for a purchase price of $1.00. | |||||||||
A wholly-owned subsidiary, Great West Resources, Inc., a Nevada corporation was formed on January 24, 2014. | |||||||||
On January 21, 2014, the Company’s Board of Directors voted unanimously to approve a 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 non-assessable 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 non-assessable 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 non-assessable 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. | |||||||||
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. All share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Merger and Reincorporation. | |||||||||
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 condensed consolidated financial statements and related footnotes to conform to this presentation. | |||||||||
The remaining liabilities for discontinued operations are presented in the condensed 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 September 30, 2014 and December 31, 2013 are summarized as follows: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Assets of discontinued operations | $ | - | $ | - | |||||
Liabilities | |||||||||
Accounts payables and accrued expenses | $ | - | $ | (112,397 | ) | ||||
Liabilities of discontinued operations | $ | - | $ | (112,397 | ) | ||||
In September 2014, the Company recorded $112,397 against other income which is attributable to the reduction of liabilities from discontinued operations dating back from fiscal year 2009 which were over four years old for which the Company has determined the statute of limitations has expired. Additionally, the Company also recorded a reduction of $65,948 of accounts payable over four years old for which the Company has determined the statute of limitations has expired. Consequently, during the nine months ended September 30, 2014, the Company recognized total other income of $178,345. | |||||||||
Basis of Presentation and Principles of Consolidation | ' | ||||||||
The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). During fiscal 2013, the consolidated financial statements of the Company include the Company and its inactive wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. As of September 30, 2014, as a result of the sale of the Company’s wholly owned subsidiaries in January 2014, the Company no longer has wholly-owned subsidiaries. | |||||||||
Use of Estimates | ' | ||||||||
In preparing the condensed 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 and common stock issued for services. | |||||||||
Unaudited interim financial statements | ' | ||||||||
The interim financial statements of the Company as of September 30, 2014 and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2014, and the results of its operations and its cash flows for the periods ended September 30, 2014. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2014. The accompanying condensed consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited condensed consolidated financial statements as of December 31, 2013, filed with the SEC, for additional information, including significant accounting policies. | |||||||||
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 high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions 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, 2014 to September 30, 2014: | |||||||||
Warrant liability | |||||||||
Balance at January 1, 2014 | $ | 11,942 | |||||||
Change in fair value included in earnings | (7,062 | ) | |||||||
Balance at September 30, 2014 | $ | 4,880 | |||||||
The Company did not identify any other assets or liabilities that are required to be presented on the condensed 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 loans payable – related party 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 nine months ended September 30, 2014 and 2013, the Company incurred exploration cost of $0 and $5,000, respectively. | |||||||||
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 condensed 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 nine months ended September 30, 2014 and 2013 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||||||
30-Sep-14 | 30-Sep-13 | ||||||||
Convertible Debt (Conversion price - $0.05/share) | - | 5,000 | |||||||
Stock Options (Exercise price - $0.015/share) | 60,000 | - | |||||||
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 245,000 | 245,000 | |||||||
Total | 305,000 | 250,000 | |||||||
Recent Accounting Pronouncements | ' | ||||||||
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended September 30, 2014. | |||||||||
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 condensed consolidated financial statements upon adoption. | |||||||||
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Carrying amount of the major classes of liabilities | ' | ||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Assets of discontinued operations | $ | - | $ | - | |||||
Liabilities | |||||||||
Accounts payables and accrued expenses | $ | - | $ | (112,397 | ) | ||||
Liabilities of discontinued operations | $ | - | $ | (112,397 | ) | ||||
Reconciliation of the derivative liability measured at fair value | ' | ||||||||
Warrant liability | |||||||||
Balance at January 1, 2014 | $ | 11,942 | |||||||
Change in fair value included in earnings | (7,062 | ) | |||||||
Balance at September 30, 2014 | $ | 4,880 | |||||||
Dilutive securities | ' | ||||||||
30-Sep-14 | 30-Sep-13 | ||||||||
Convertible Debt (Conversion price - $0.05/share) | - | 5,000 | |||||||
Stock Options (Exercise price - $0.015/share) | 60,000 | - | |||||||
Stock Warrants (Exercise price - $0.03 - $0.05/share) | 245,000 | 245,000 | |||||||
Total | 305,000 | 250,000 |
STOCKHOLDERS_DEFICIT_Tables
STOCKHOLDERS' DEFICIT (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Outstanding stock options | ' | |||||||||||||||||||
Nine months ended September 30, 2014 | ||||||||||||||||||||
Number of Options | Weighted Average Exercise Price | |||||||||||||||||||
Balance at January 1, 2014 | - | $ | - | |||||||||||||||||
Granted | 60,000 | 0.0001 | ||||||||||||||||||
Balance at September 30, 2014 | 60,000 | $ | 0.0001 | |||||||||||||||||
Options exercisable at September 30, 2014 | 60,000 | 0.0001 | ||||||||||||||||||
Options exercisable at end of period | 60,000 | $ | 0.0001 | |||||||||||||||||
Weighted average fair value of options granted during the period | 3 | |||||||||||||||||||
Stock warrants outstanding | ' | |||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Exercise | Number Outstanding at September 30, 2014 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable at September 30, 2014 | Weighted Average Exercise Price | |||||||||||||||
Price | ||||||||||||||||||||
$ | 3.75 | 240,000 | 0.31 Years | $ | 3.75 | 240,000 | $ | 3.75 | ||||||||||||
4.5 | 5,000 | 2.61 Years | 4.5 | 5,000 | 4.5 | |||||||||||||||
$ | 3.75 | 245,000 | 1.36 Years | $ | 3.75 | 245,000 | $ | 3.75 | ||||||||||||
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Assumptions for fair value of convertible instruments granted under Black-Scholes option pricing model | ' | ||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Expected volatility | 312 | % | 235% - 320 | % | |||||
Expected term | 2.61 Years | 0.48 - 3.61 Years | |||||||
Risk-free interest rate | 1.07 | % | 0.09% - 1.39 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
BASIS_OF_PRESENTATION_AND_SUMM3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Basis Of Presentation And Summary Of Significant Accounting Policies Details | ' | ' |
Assets of discontinued operations | ' | ' |
Liabilities | ' | ' |
Accounts payables and accrued expenses | ' | -112,397 |
Liabilities of discontinued operations | ' | ($112,397) |
BASIS_OF_PRESENTATION_AND_SUMM4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Details 1 | ' | ' |
Balance at Beginning of Period | $11,942 | ' |
Change in fair value of derivative liability | 7,062 | 22,807 |
Balance at End of Period | $4,880 | ' |
BASIS_OF_PRESENTATION_AND_SUMM5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive securities | 305,000 | 250,000 |
Convertible Debt | ' | ' |
Antidilutive securites price per share | 0.05 | 0.05 |
Antidilutive securities | ' | 5,000 |
Options [Member] | ' | ' |
Antidilutive securites price per share | 0.015 | 0.015 |
Antidilutive securities | 60,000 | ' |
Stock Warrants [Member] | ' | ' |
Antidilutive securities | 245,000 | 245,000 |
Stock Warrants [Member] | Minimum [Member] | ' | ' |
Antidilutive securites price per share | 0.03 | 0.03 |
Stock Warrants [Member] | Maximum [Member] | ' | ' |
Antidilutive securites price per share | 0.05 | 0.05 |
BASIS_OF_PRESENTATION_AND_SUMM6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 41 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Date incorporation | ' | ' | ' | ' | 25-Sep-97 |
Exploration cost | ' | ' | ' | $5,000 | ' |
Other income, reduction of liabilities from discontinued operations | ' | ' | 112,397 | ' | ' |
(Decrease) to accounts payable | ' | ' | -65,948 | ' | ' |
Other income | 178,345 | ' | 178,345 | ' | ' |
FDIC maximum | 250,000 | ' | 250,000 | ' | 250,000 |
Auracana [Member] | ' | ' | ' | ' | ' |
Share ownership | 20,000 | ' | 20,000 | ' | 20,000 |
Subsidiary purchase price | ' | ' | $1 | ' | ' |
GOING_CONCERN_CONSIDERATIONS_D
GOING CONCERN CONSIDERATIONS (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Going Concern Considerations Details Narrative | ' | ' | ' | ' | ' |
Accumulated (deficit) | ($49,169,598) | ' | ($49,169,598) | ' | ($48,969,044) |
Working capital (deficit) | -387,000 | ' | -387,000 | ' | ' |
Net (Loss) | 310,119 | -144,203 | -200,554 | -510,128 | ' |
Net Cash (Used In) Operating Activities | ' | ' | ($34,900) | ($20) | ' |
MINERAL_CLAIMS_Details_Narrati
MINERAL CLAIMS (Details Narrative) (USD $) | Apr. 26, 2011 | Apr. 26, 2011 | Jul. 01, 2011 |
76 Property [Member] | COD Property [Member] | ||
acre | acre | ||
Unpatented Lode Mining Claims Acquired | ' | 36 | 14 |
Acres of Property | ' | 720 | 280 |
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 |
LOAN_PAYABLE_RELATED_PARTY_Det
LOAN PAYABLE -RELATED PARTY (Details Narrative) (USD $) | 9 Months Ended | 1 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Nov. 07, 2014 | Sep. 30, 2014 | |
Discharge of Debt 1 [Member] | Discharge of Debt 1 [Member] | ||||
Net proceeds from a loan | $35,000 | ' | ' | ' | ' |
Loan amount | $35,000 | ' | ' | $0 | $35,000 |
Preferred shares issued in cancellation of debt | ' | ' | ' | 750,000 | ' |
STOCKHOLDERS_DEFICIT_Details
STOCKHOLDERSb DEFICIT (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Balance at Beginning of period | ' |
Granted | 60,000 |
Balance Outstanding, end of period | 60,000 |
Balance Exercisable, end of period | 60,000 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Beginning Balance | ' |
Stock option/warrant outstanding, Weighted Average Exercise Price, Granted | $0.00 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Ending Balance | $0.00 |
Stock option/warrant outstanding, Weighted Average Exercise Price, Exercisable, Ending Balance | $0.00 |
Weighted average fair value of options granted during the period | $3 |
STOCKHOLDERS_DEFICIT_Details_1
STOCKHOLDERS' DEFICIT (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Warrants outstanding at end of period | 245,000 |
Warrant $3.75 [Member] | ' |
Warrant exercise price | $3.75 |
Warrants outstanding at end of period | 240,000 |
Weighted Average Remaining Contractual Life | '3 months 22 days |
Number exercisable at end of period | 240,000 |
Weighted Average Exercise Price | $3.75 |
Warrant $4.50 [Member] | ' |
Warrant exercise price | $4.50 |
Warrants outstanding at end of period | 5,000 |
Weighted Average Remaining Contractual Life | '2 years 7 months 9 days |
Number exercisable at end of period | 5,000 |
Weighted Average Exercise Price | $4.50 |
Warrant Total [Member] | ' |
Warrant exercise price | $3.75 |
Warrants outstanding at end of period | 245,000 |
Weighted Average Remaining Contractual Life | '1 year 4 months 9 days |
Number exercisable at end of period | 245,000 |
Weighted Average Exercise Price | $3.75 |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERS' DEFICIT (Details Narrative) (USD $) | 1 Months Ended | 9 Months Ended | |
Nov. 14, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Preferred stock, shares authorized | ' | 20,000,000 | ' |
Common stock, shares authorized | ' | 200,000,000 | 200,000,000 |
Common stock, shares issued | ' | 9,510,950 | 1,510,975 |
Common stock, shares outstanding | ' | 9,510,950 | 1,510,975 |
Stock options, value | ' | $260,000 | ' |
Warrants outstanding at end of period | ' | 245,000 | ' |
Private placement units sold | 50,000 | 200,000 | ' |
Private placement unit price | ' | $2 | ' |
Gross proceeds from private placement | 100,000 | 400,000 | ' |
Common shares issued in Private Placement | 2,000,000 | 8,000,000 | ' |
Uribe | ' | ' | ' |
Non-employee director monthly fees | ' | 1,000 | ' |
Non-employee option issued | ' | 30,000 | ' |
Exercise price, per share, for common stock | ' | $0.00 | ' |
Valued common shares at the fair market value, per share | ' | $3 | ' |
Valued common shares at the fair market value | ' | 179,834 | ' |
Volatility rate | ' | 260.00% | ' |
Expected term | ' | '4 years | ' |
Risk-free interest rate | ' | 0.81% | ' |
Stock based consulting expense | ' | 179,834 | ' |
Bhansali | ' | ' | ' |
Non-employee director monthly fees | ' | $1,000 | ' |
Non-employee option issued | ' | 30,000 | ' |
Exercise price, per share, for common stock | ' | $0.00 | ' |
Volatility rate | ' | 260.00% | ' |
Expected term | ' | '4 years | ' |
Risk-free interest rate | ' | 0.81% | ' |
2014 Plan | ' | ' | ' |
Share based compensation, shares issuable | ' | 226,667 | ' |
Share based compensation, vesting terms | ' | '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 CompanyBs 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. | ' |
Preferred stock, Series B | ' | ' | ' |
Preferred stock, shares authorized | ' | 30,000 | ' |
Preferred stock, shares outstanding | ' | 6,666 | ' |
Preferred Stock Series A | ' | ' | ' |
Preferred stock, shares authorized | ' | 20,000 | ' |
Preferred stock, shares outstanding | ' | 20,000 | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 15, 2014 | |
Nonemployee [Member] | |||||
Monthly salary | ' | ' | $30,000 | ' | ' |
Monthly salary if conditions met | ' | ' | 40,000 | ' | ' |
Gain from forgiveness of accrued salaries | 195,000 | ' | 195,000 | ' | ' |
Non-employee direct monthly fee payable | ' | ' | ' | ' | 1,000 |
Option granted | ' | ' | ' | ' | 30,000 |
Option term | ' | ' | ' | ' | '4 years |
Option cashless exercise price | ' | ' | ' | ' | $0.00 |
Accrued director fees | ' | ' | ' | ' | 16,000 |
Severance payment | ' | ' | ' | ' | $2,500 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 15, 2014 | Sep. 30, 2014 |
Kesner | Auracana [Member] | |||
Share ownership | ' | ' | ' | 20,000 |
Subsidiary purchase price | ' | ' | ' | $1 |
Monthly base salary | ' | ' | 7,500 | ' |
Accrued consulting fees | 571,772 | 466,493 | 60,000 | ' |
Severance payment | ' | ' | 5,000 | ' |
Loan payable | $35,000 | ' | ' | ' |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details) (Derivative Liability, USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Minimum [Member] | ' | ' |
Expected volatility | 312.00% | 235.00% |
Expected term | '2 years 7 months 10 days | '0 years 5 months 23 days |
Risk-free interest rate | 1.07% | 0.90% |
Expected dividend yield | $0 | $0 |
Maximum [Member] | ' | ' |
Expected volatility | 312.00% | 320.00% |
Expected term | '2 years 7 months 10 days | '3 years 7 months 10 days |
Risk-free interest rate | 1.07% | 1.39% |
Expected dividend yield | $0 | $0 |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' | ' |
Derivative liabilities | $4,880 | ' | $11,942 |
Change in fair value of derivative liability | $7,062 | $22,807 | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | ||||||
Nov. 14, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 15, 2014 | Oct. 15, 2014 | Nov. 07, 2014 | Sep. 30, 2014 | Nov. 07, 2014 | Sep. 30, 2014 | |
Kesner | Nonemployee [Member] | Discharge of Debt 1 [Member] | Discharge of Debt 1 [Member] | Discharge of Debt 2 [Member] | Discharge of Debt 2 [Member] | |||||
Private placement units sold | 50,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Private placement unit price | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from private placement | $100,000 | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued in Private Placement | 2,000,000 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from a loan | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loan payable | ' | 35,000 | ' | ' | ' | ' | 0 | 35,000 | ' | ' |
Preferred shares issued in cancellation of debt | ' | ' | ' | ' | ' | ' | 750,000 | ' | 4,250,000 | ' |
Unpaid interest forgiven | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 98,274 |
Severance payment | ' | ' | ' | ' | $5,000 | $2,500 | ' | ' | ' | ' |