Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 15, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'SILVER HORN MINING LTD. | ' |
Entity Central Index Key | '0001058307 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-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 Common Stock, Shares Outstanding | ' | 226,646,288 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 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 | 576,076 | 492,766 |
Accounts payable - related party | 1,264,253 | 849,170 |
Derivative liability | 28,081 | 50,888 |
Convertible notes payable, net of debt discounts | 237,132 | 210,110 |
Liabilities for discontinued operations | 112,397 | 112,397 |
Total Current Liabilities | 2,217,939 | 1,715,331 |
Stockholders' Deficit | ' | ' |
Common stock, $0.0001 par value; 750,000,000 shares authorized, 253,033,555 shares issued and outstanding | 25,303 | 25,303 |
Additional paid-in capital | 47,859,648 | 47,859,648 |
Accumulated deficit | -41,947,270 | -41,947,270 |
Accumulated deficit since inception of exploration stage (April 25, 2011) | -8,156,020 | -7,645,892 |
Total Stockholders' Deficit | -2,217,939 | -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 $) | Sep. 30, 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 | 253,033,555 | 253,033,555 |
Common stock, shares outstanding | 253,033,555 | 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 $) | 3 Months Ended | 9 Months Ended | 29 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Net revenues | ' | ' | ' | ' | ' |
Operating Expenses | ' | ' | ' | ' | ' |
Payroll expense and stock based compensation | 59,966 | 86,937 | 190,083 | 3,801,111 | 4,575,501 |
Management fees - related party | 75,000 | 75,000 | 225,000 | 225,000 | 525,000 |
Exploration cost | ' | 43,165 | 5,000 | 83,701 | 277,195 |
Impairment of mineral rights | ' | ' | ' | ' | 500,000 |
Professional and consulting | 14,798 | 91,169 | 47,883 | 200,480 | 636,902 |
General and administrative expneses | 13,648 | 16,223 | 19,673 | 83,194 | 435,798 |
Total Operating Expenses | 163,412 | 312,494 | 487,639 | 4,393,486 | 6,950,396 |
Loss from Operations | -163,412 | -312,494 | -487,639 | -4,393,486 | -6,950,396 |
Other Income / (Expense) | ' | ' | ' | ' | ' |
Interest expense | -2,106 | -37,926 | -45,296 | -89,558 | -534,103 |
Derivative expense | ' | ' | ' | -174,129 | -174,128 |
Change in fair value of derivative liability | 21,315 | 10,420 | 22,807 | 55,155 | -497,393 |
Total Other Expense, net | 19,209 | -27,506 | -22,489 | -208,532 | -1,205,624 |
Net Loss | ($144,203) | ($340,000) | ($510,128) | ($4,602,018) | ($8,156,020) |
Net Loss Per Share - Basic and Diluted | $0 | $0 | $0 | ($0.02) | ' |
Weighted average number of shares outstanding during the year Basic and Diluted | 253,033,555 | 253,033,555 | 253,033,555 | 248,008,007 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 29 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash Flows From Operating Activities: | ' | ' | ' |
Net Loss | ($510,128) | ($4,602,018) | ($8,156,020) |
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 | 27,022 | 83,305 | 480,986 |
Impairmnet of mineral rights | ' | ' | 500,000 |
Derivative liability expense | ' | 174,129 | 174,128 |
Change in fair value of derivative liabilities | -22,807 | -55,155 | 497,393 |
Stock based consulting | ' | ' | 130,000 |
Stock based compensation expense | ' | 41,516 | 373,648 |
Common stock issued for services | ' | 3,500,000 | 3,500,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Decrease in prepaid expenses | 7,500 | 24,445 | 11,141 |
Increase/(decrease) accounts payable and accrued expenses | 498,393 | 690,777 | 1,604,652 |
Net Cash Used In Operating Activities | -20 | -142,484 | -783,831 |
Cash Flows From Financing Activities: | ' | ' | ' |
Proceeds from issuance of preferred stock | ' | ' | 50,000 |
Proceeds from issuance of common stock | ' | ' | 550,000 |
Net proceeds from debentures | ' | 127,500 | 127,500 |
Net Cash Provided by Financing Activities | ' | 127,500 | 727,500 |
Net decrease in Cash | -20 | -14,984 | -56,331 |
Cash at Beginning of Period | 20 | 15,047 | 56,331 |
Cash at End of Period | ' | 63 | ' |
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 | ' | 55,000 | 505,000 |
Reclassification of derivative liability to equity | ' | ' | 9,662,196 |
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 | $105,882 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
NOTE 1 - 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. On April 25, 2011, the Company changed its name to “Silver Horn Mining Ltd.” from “EClips Media Technologies, Inc.”. | |||||||||||||
On March 16, 2010, the Company filed a definitive information statement on Schedule 14C (the “Definitive Schedule 14C”) with the Securities and Exchange Commission (the “SEC”) notifying its stockholders that on March 2, 2010, a majority of the voting capital stock of the Company took action in lieu of a special meeting of stockholders authorizing the Company to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with its then newly-formed wholly-owned subsidiary, EClips Media Technologies, Inc., a Delaware corporation (“EClips Media”) for the purpose of changing the state of incorporation of the Company to Delaware from Florida. Pursuant to the Merger Agreement, the Company had merged with and into EClips Media with EClips Media continuing as the surviving corporation on April 21, 2010. On the effective date of the Merger, (i) each issued and outstanding share of common stock of the Company was converted into two (2) shares of EClips Media common stock, (ii) each issued and outstanding share of Series D preferred stock of the Company was converted into two (2) shares of EClips Media Series A preferred stock and (iii) the outstanding shares of EClips Media Common Stock held by the Company were retired and cancelled and resuming the status of authorized and unissued EClips Media common stock. The outstanding 6% convertible debentures of the Company were assumed by EClips Media and converted into outstanding 6% convertible debentures of EClips Media. All options and rights to acquire the Company’s common stock, and all outstanding warrants or rights outstanding to purchase the Company’s common stock, were automatically converted into equivalent options, warrants and rights to purchase two (2) times the number of shares of EClips Media common stock at fifty (50%) percent of the exercise, conversion or strike price of such converted options, warrants and rights. All shares and per share values are retroactively stated at the effective date of merger. | |||||||||||||
On June 21, 2010, the Company, through its former wholly-owned subsidiary SD Acquisition Corp., a New York corporation (“SD”), acquired (the “Acquisition”) all of the business and assets and assumed certain liabilities of Brand Interaction Group, LLC, a New Jersey limited liability company (“BIG”) which is described below. In September 2010, the Company decided to discontinue the operations of SD because of the disappointing performance and negative results of its most recent fantasy league event in August 2010. In December 2010, the Company entered into a spin off agreement (the “Spinoff”) with BIG and Mr. Eric Simon, the Company’s former CEO, pursuant to which the Company returned the Superdraft business to Mr. Simon by exchanging 100% of the issued and outstanding capital stock of SD which owned and operated the Superdraft business, for the cancellation of 30,000,000 shares of the Company owned by Mr. Simon and BIG, the cancellation of the Asset Purchase Agreement and Employment Agreement entered into between the Company, Mr. Simon and BIG in June 2010. | |||||||||||||
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. | |||||||||||||
Discontinued Operations | |||||||||||||
The Company’s former operations were developing and manufacturing products and services, which reduce fuel costs, save power & 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. Additionally, in September 2010, the Company decided to discontinue the operations of SD Acquisition Corp. because of the disappointing performance and negative results of its fantasy league event in August 2010. | |||||||||||||
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 September 30, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||
30-Sep-13 | December 31, 2012 | ||||||||||||
Assets | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||
Accounts Payable 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 periods 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. | |||||||||||||
Unaudited Interim Financial Statements | |||||||||||||
The interim financial statements of the Company as of September 30, 2013, and for the periods then ended, and cumulative from inception, 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, 2013, and the results of its operations and its cash flows for the period ended September 30, 2013 and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2013. The accompanying 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 consolidated financial statements as of December 31, 2012, 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 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 September 30, 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 inputs (Level 2) from January 1, 2013 to September 30, 2013: | |||||||||||||
Convertible Debt | Warrants | Total | |||||||||||
Balance at December 31, 2012 | $ | 14,996 | $ | 35,892 | 50,888 | ||||||||
Change in fair value of derivative liabilities | -5,603 | (17,204 | ) | (22,807 | ) | ||||||||
Balance at September 30, 2013 | $ | 9,393 | $ | 18,688 | $ | 28,081 | |||||||
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, prepaid expenses, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. The carrying amount of convertible notes and debentures at September 30, 2013, approximate their respective fair values based on the Company’s incremental borrowing rate. | |||||||||||||
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, 2013 and 2012, the Company incurred exploration cost of $5,000 and $83,701, respectively. For the period from April 25, 2011 (Inception) through September 30, 2013, the Company incurred exploration cost of $277,195. As of September 30, 2013, the Company has yet to establish proven or probable reserves on any of its mineral properties. | |||||||||||||
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. | |||||||||||||
Net Loss 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 dilutive common stock equivalents in the weighted average shares outstanding as they were anti-dilutive. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2013 and 2012 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||
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 | |||||||||||
Recent Accounting Pronouncements | |||||||||||||
There are no recent accounting pronouncements that have had a material impact on our unaudited condensed consolidated financial statements. |
GOING_CONCERN_CONSIDERATIONS
GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN CONSIDERATIONS | ' |
NOTE 2 - GOING CONCERN CONSIDERATIONS | |
The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At September 30, 2013, the Company had an accumulated deficit of approximately $50,100,000, and a working capital deficiency of approximately $2,200,000. For the nine months ended September 30, 2013, the Company incurred a net loss of $510,128 and had cash flows used in operations in the amount of $20. 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. |
MINERAL_CLAIMS
MINERAL CLAIMS | 9 Months Ended |
Sep. 30, 2013 | |
Extractive Industries [Abstract] | ' |
MINERAL CLAIMS | ' |
NOTE 3 – 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 | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
CONVERTIBLE DEBENTURES AND NOTES PAYABLE | ' | ||||||||
NOTE 4 – CONVERTIBLE DEBENTURES AND NOTES PAYABLE | |||||||||
Convertible Debentures | |||||||||
On December 17, 2009, to obtain funding for working capital, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company agreed to issue its 6% senior convertible debentures for an aggregate purchase price of $75,000. The debenture bears interest at 6% per annum and matured twenty-four months from the date of issuance. The debenture is 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. | |||||||||
On February 4, 2010 the Company amended the terms of the securities purchase agreement and agreed to issue an additional $200,000 of its 6% convertible debentures for an aggregate purchase price of $200,000. The debenture bears interest at 6% per annum and matures twenty-four months from the date of issuance. The debenture is 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. The Company paid a legal fee of $12,500 in connection with this debenture. | |||||||||
Accordingly, the Company recorded debt issuance costs of $12,500 which were amortized over the term of the debenture. For the nine months ended September 30, 2013 and 2012, amortization of debt issuance costs amounted to $0 and $517, respectively, and is included in interest expense. As a result of the Merger with EClips Media and further stock split on March 16, 2010, the new conversion price of this debenture is equivalent to $0.025 and the warrants increased to 8,000,000 shares of the Company’s common stock. | |||||||||
On February 4, 2010, the Company had amended the 6% senior convertible debentures agreement dated December 17, 2009 with a principal amount of $75,000. Pursuant to the terms of the original agreement, the investor was granted the right to receive the benefit of any more favorable terms or provisions provided to subsequent investors for a period of 18 months following the closing of the transaction. As a result of the issuance of the $200,000 note payable above, the investor was issued a debenture in the aggregate principal amount of $75,000 and received a warrant to purchase 1,500,000 shares of the Company’s common stock on the same terms and conditions as previously described. The original debenture was cancelled. These warrants were treated as an additional discount on the 6% senior convertible debentures amounting to $7,610 and amortized over the debenture term. As a result of the Merger with EClips Media on March 16, 2010, the new conversion price of this debenture was equivalent to $0.025 and the warrants increased to 3,000,000 shares of the Company’s common stock. | |||||||||
During 2010, in a private equity transaction, a shareholder of the Company transferred 3,000,000 shares of the Company’s common stock he owned to the holder of this senior convertible debenture amounting to $75,000. As a result of this private equity transaction and pursuant to a release notice agreement, the Company was released from this senior convertible debenture. During fiscal 2010, the Company cancelled such debenture and recognized capital contribution of $75,000 to additional paid in capital. | |||||||||
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 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, BIG 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 bears interest at 6% per annum and matures twenty-four months from the date of issuance. The debenture is 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. | |||||||||
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 convertible debentures and warrants that were issued in May 2012 are considered derivatives as of September 30, 2013. During the nine months ended September 30, 2012, the Company recorded an initial derivative liabilities of $211,629 of which $37,500 was recorded as a debt discount against the May 2012 convertible debt and $174,129 was recorded a derivative expense (see Note 8). | |||||||||
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 include 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 shall be paid on this note. The note is past due and due on demand. | |||||||||
The face value of each note may be converted 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, shall be subject to adjustment in the case of stock splits, reclassifications, reorganizations, and mergers or consolidations. 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 is prohibited from incurring certain debt, selling any accounts receivable or declaring any dividend. The Company concluded that since these notes do 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. | |||||||||
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 over the term of the notes. | |||||||||
At September 30, 2013 and December 31, 2012, convertible debentures and notes payable consisted of the following: | |||||||||
30-Sep-13 | December 31, 2012 | ||||||||
Convertible debentures and notes payable | $ | 243,382 | $ | 243,382 | |||||
Less: Debt discount | (6,250 | ) | (33,272 | ) | |||||
Convertible debentures and notes payable - net | $ | 237,132 | $ | 210,110 | |||||
Total amortization of debt discounts for the convertible debentures amounted to $27,022 and $83,305 for the nine months ended September 30, 2013 and 2012, respectively, and is included in interest expense. Accrued interest as of September 30, 2013 and December 31, 2012 amounted to $97,393 and $77,041 respectively, and is included in accounts payable and accrued expenses as reflected in the accompanying consolidated balance sheets. | |||||||||
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 9). | |||||||||
COMMON_STOCK_WARRANTS
COMMON STOCK WARRANTS | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
COMMON STOCK WARRANTS | ' | ||||||||||||||||||
NOTE 5 – COMMON STOCK WARRANTS | |||||||||||||||||||
Stock Warrants | |||||||||||||||||||
A summary of the status of the Company’s outstanding stock warrants and changes during the period then ended is as follows: | |||||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||||
Balance, December 31, 2012 | 36,000,000 | 0.03 | |||||||||||||||||
Granted | 750,000 | $ | 0.05 | ||||||||||||||||
Exercised | - | ||||||||||||||||||
Cancelled/Forfeited | - | ||||||||||||||||||
Balance, September 30, 2013 | 36,750,000 | $ | 0.03 | 1.65 | |||||||||||||||
The following table summarizes the Company’s stock warrants outstanding at September 30, 2013: | |||||||||||||||||||
Exercise Price | Warrants Outstanding | Warrants Exercisable | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||||||||
$ | 0.03 | 36,000,000 | 36,000,000 | 1.61 | $ | - | |||||||||||||
$ | 0.05 | 750,000 | 750,000 | 3.61 | $ | - | |||||||||||||
36,750,000 | 36,750,000 | 1.65 | $ | - | |||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 6 – 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 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 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 shall 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 CC Officer and Chairman of the Board for MJI. The company incurred $75,000 and $225,000 of management fees pursuant to this agreement during the three and nine months ended September 30, 2013 and 2012 respectively. On November 8, 2013, the Company entered into a debt forgiveness agreement with MJI (see Note 9). | |
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 | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 7 – 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. | |
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, is a director of MJI. The Company’s former operations manager is the current President of MJI. As of September 30, 2013, accounts payable due to MJI amounted to approximately $1,264,253. 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. The Company incurred $75,000 and $225,000 of management fees pursuant to this agreement during the three and nine months ended September 30, 2013 and 2012, respectively. On November 8, 2013, the Company entered into a debt forgiveness agreement with MJI (see Note 9). | |
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, the Company’s former Chief Executive Officer, and several of the Company’s existing shareholders (see Note 4). |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
DERIVATIVE LIABILITIES | ' | ||||||
NOTE 8 – DERIVATIVE LIABILITIES | |||||||
In June 2008, the 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 affect the 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 $28,081 and $50,888 at September 30, 2013 and December 31, 2012 respectively. The gain resulting from the decrease in fair value of derivative liabilities was $22,807 and $55,155 for nine months ended September 30, 2013 and 2012, respectively, and $21,315 and $10,420 for the three months ended September 30, 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: | |||||||
30-Sep-13 | December 31, 2012 | ||||||
Expected dividends: | 0% | 0% | |||||
Expected volatility: | 238% - 320% | 89% - 217% | |||||
Expected term: | 0.59 - 3.61 Years | 1.5 - 4.36 Years | |||||
Risk free interest rate: | 0.33% - 1.39% | 0.15% - 0.72% | |||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
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, and John Eckersley and Joe Wilkins, Jr. resigned from the board of directors of the Company. Mr. Bleak, Mr. Eckersley and Mr. Wilkins did not resign due to any disagreement with the Company or its management regarding any matters relating to the Company's operations, policies or practices. | |
On November 8, 2013, the majority stockholder of the Company appointed Mohit Bhansali and Andrew Uribe to the board of directors of the Company and the board appointed Andrew Uribe as the Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company to fill the vacancies caused by the resignations described above. | |
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 “Cancellation and Recapitalization Agreement”). | |
On November 8, 2013, the Company entered into a debt forgiveness agreement with Bond Media Group, Inc. (“Bond”), pursuant to which Bond forgave $196,620 owed to it pursuant to outstanding invoices and all other debt incurred by the Company from January 1, 2011 through the November 8, 2013. Also on November 8, 2013, the Company entered into a debt forgiveness agreement with MJI Resource Management (“MJI”), pursuant to which MJI forgave (i) $1,264,253 owed to it 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). John Eckersley, a former director, is also a director of MJI. | |
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. 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. |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Organization and Description of Business | ' | ||||||||||||
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. On April 25, 2011, the Company changed its name to “Silver Horn Mining Ltd.” from “EClips Media Technologies, Inc.”. | |||||||||||||
On March 16, 2010, the Company filed a definitive information statement on Schedule 14C (the “Definitive Schedule 14C”) with the Securities and Exchange Commission (the “SEC”) notifying its stockholders that on March 2, 2010, a majority of the voting capital stock of the Company took action in lieu of a special meeting of stockholders authorizing the Company to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with its then newly-formed wholly-owned subsidiary, EClips Media Technologies, Inc., a Delaware corporation (“EClips Media”) for the purpose of changing the state of incorporation of the Company to Delaware from Florida. Pursuant to the Merger Agreement, the Company had merged with and into EClips Media with EClips Media continuing as the surviving corporation on April 21, 2010. On the effective date of the Merger, (i) each issued and outstanding share of common stock of the Company was converted into two (2) shares of EClips Media common stock, (ii) each issued and outstanding share of Series D preferred stock of the Company was converted into two (2) shares of EClips Media Series A preferred stock and (iii) the outstanding shares of EClips Media Common Stock held by the Company were retired and cancelled and resuming the status of authorized and unissued EClips Media common stock. The outstanding 6% convertible debentures of the Company were assumed by EClips Media and converted into outstanding 6% convertible debentures of EClips Media. All options and rights to acquire the Company’s common stock, and all outstanding warrants or rights outstanding to purchase the Company’s common stock, were automatically converted into equivalent options, warrants and rights to purchase two (2) times the number of shares of EClips Media common stock at fifty (50%) percent of the exercise, conversion or strike price of such converted options, warrants and rights. All shares and per share values are retroactively stated at the effective date of merger. | |||||||||||||
On June 21, 2010, the Company, through its former wholly-owned subsidiary SD Acquisition Corp., a New York corporation (“SD”), acquired (the “Acquisition”) all of the business and assets and assumed certain liabilities of Brand Interaction Group, LLC, a New Jersey limited liability company (“BIG”) which is described below. In September 2010, the Company decided to discontinue the operations of SD because of the disappointing performance and negative results of its most recent fantasy league event in August 2010. In December 2010, the Company entered into a spin off agreement (the “Spinoff”) with BIG and Mr. Eric Simon, the Company’s former CEO, pursuant to which the Company returned the Superdraft business to Mr. Simon by exchanging 100% of the issued and outstanding capital stock of SD which owned and operated the Superdraft business, for the cancellation of 30,000,000 shares of the Company owned by Mr. Simon and BIG, the cancellation of the Asset Purchase Agreement and Employment Agreement entered into between the Company, Mr. Simon and BIG in June 2010. | |||||||||||||
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. | |||||||||||||
Discontinued Operations | ' | ||||||||||||
Discontinued Operations | |||||||||||||
The Company’s former operations were developing and manufacturing products and services, which reduce fuel costs, save power & 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. Additionally, in September 2010, the Company decided to discontinue the operations of SD Acquisition Corp. because of the disappointing performance and negative results of its fantasy league event in August 2010. | |||||||||||||
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 September 30, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||
30-Sep-13 | December 31, 2012 | ||||||||||||
Assets | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||
Accounts Payable and Accrued expenses | (112,397 | ) | (112,397 | ) | |||||||||
Liabilities of discontinued operations | $ | (112,397 | ) | $ | (112,397 | ) | |||||||
Basis of Presentation and Principles of Consolidation | ' | ||||||||||||
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 | ' | ||||||||||||
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 | ' | ||||||||||||
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 periods 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. | |||||||||||||
Unaudited Interim Financial Statements | ' | ||||||||||||
Unaudited Interim Financial Statements | |||||||||||||
The interim financial statements of the Company as of September 30, 2013, and for the periods then ended, and cumulative from inception, 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, 2013, and the results of its operations and its cash flows for the period ended September 30, 2013 and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2013. The accompanying 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 consolidated financial statements as of December 31, 2012, filed with the SEC, for additional information, including significant accounting policies. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
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 September 30, 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 | ' | ||||||||||||
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 inputs (Level 2) from January 1, 2013 to September 30, 2013: | |||||||||||||
Convertible Debt | Warrants | Total | |||||||||||
Balance at December 31, 2012 | $ | 14,996 | $ | 35,892 | 50,888 | ||||||||
Change in fair value of derivative liabilities | -5,603 | (17,204 | ) | (22,807 | ) | ||||||||
Balance at September 30, 2013 | $ | 9,393 | $ | 18,688 | $ | 28,081 | |||||||
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, prepaid expenses, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. The carrying amount of convertible notes and debentures at September 30, 2013, approximate their respective fair values based on the Company’s incremental borrowing rate. | |||||||||||||
Mineral Property Acquisition and Exploration Costs | ' | ||||||||||||
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, 2013 and 2012, the Company incurred exploration cost of $5,000 and $83,701, respectively. For the period from April 25, 2011 (Inception) through September 30, 2013, the Company incurred exploration cost of $277,195. As of September 30, 2013, the Company has yet to establish proven or probable reserves on any of its mineral properties. | |||||||||||||
Income Taxes | ' | ||||||||||||
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 | ' | ||||||||||||
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. | |||||||||||||
Net Loss per Common Share | ' | ||||||||||||
Net Loss 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 dilutive common stock equivalents in the weighted average shares outstanding as they were anti-dilutive. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2013 and 2012 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||
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 | |||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Recent Accounting Pronouncements | |||||||||||||
There are no recent accounting pronouncements that have had a material impact on our unaudited condensed consolidated financial statements. | |||||||||||||
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Carrying amount of the major classes of liabilities | ' | ||||||||||||
30-Sep-13 | December 31, 2012 | ||||||||||||
Assets | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||
Accounts Payable and Accrued expenses | (112,397 | ) | (112,397 | ) | |||||||||
Liabilities of discontinued operations | $ | (112,397 | ) | $ | (112,397 | ) | |||||||
Reconciliation of the derivative liability measured at fair value | ' | ||||||||||||
Convertible Debt | Warrants | Total | |||||||||||
Balance at December 31, 2012 | $ | 14,996 | $ | 35,892 | 50,888 | ||||||||
Change in fair value of derivative liabilities | -5,603 | (17,204 | ) | (22,807 | ) | ||||||||
Balance at September 30, 2013 | $ | 9,393 | $ | 18,688 | $ | 28,081 | |||||||
Dilutive securities | ' | ||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||
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_NOT1
CONVERTIBLE DEBENTURES AND NOTES PAYABLE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible debentures and notes payable | ' | ||||||||
30-Sep-13 | December 31, 2012 | ||||||||
Convertible debentures and notes payable | $ | 243,382 | $ | 243,382 | |||||
Less: Debt discount | (6,250 | ) | (33,272 | ) | |||||
Convertible debentures and notes payable - net | $ | 237,132 | $ | 210,110 |
COMMON_STOCK_WARRANTS_Tables
COMMON STOCK WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Outstanding stock warrants and changes | ' | ||||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||||
Balance, December 31, 2012 | 36,000,000 | 0.03 | |||||||||||||||||
Granted | 750,000 | $ | 0.05 | ||||||||||||||||
Exercised | - | ||||||||||||||||||
Cancelled/Forfeited | - | ||||||||||||||||||
Balance, September 30, 2013 | 36,750,000 | $ | 0.03 | 1.65 | |||||||||||||||
Stock warrants outstanding | ' | ||||||||||||||||||
Exercise Price | Warrants Outstanding | Warrants Exercisable | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||||||||
$ | 0.03 | 36,000,000 | 36,000,000 | 1.61 | $ | - | |||||||||||||
$ | 0.05 | 750,000 | 750,000 | 3.61 | $ | - | |||||||||||||
36,750,000 | 36,750,000 | 1.65 | $ | - |
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
Assumptions for fair value of convertible instruments granted under Black-Scholes option pricing model | ' | ||||||
30-Sep-13 | December 31, 2012 | ||||||
Expected dividends: | 0% | 0% | |||||
Expected volatility: | 238% - 320% | 89% - 217% | |||||
Expected term: | 0.59 - 3.61 Years | 1.5 - 4.36 Years | |||||
Risk free interest rate: | 0.33% - 1.39% | 0.15% - 0.72% |
Schedule_of_carrying_amount_of
Schedule of carrying amount of the major classes of liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
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 $) | 9 Months Ended |
Sep. 30, 2013 | |
Conversion Feature Derivative Liability | ' |
Balance at December 31, 2012 | $14,996 |
Change in fair value included in earnings | -5,603 |
Balance at September 30, 2013 | 9,393 |
Warrant Liability | ' |
Balance at December 31, 2012 | 35,892 |
Change in fair value included in earnings | -17,204 |
Balance at September 30, 2013 | 18,688 |
Total | ' |
Balance at December 31, 2012 | 50,888 |
Change in fair value included in earnings | -22,807 |
Balance at September 30, 2013 | $28,081 |
BASIS_OF_PRESENTATION_AND_SUMM3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of dilutive securities (Details) | Sep. 30, 2013 | Sep. 30, 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 $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' |
Convertible debentures and notes payable | $243,382 | $243,382 |
Less: Debt discount | -6,250 | -33,272 |
Convertible debentures and notes payable - net | $237,132 | $210,110 |
COMMON_STOCK_WARRANTS_Schedule
COMMON STOCK WARRANTS - Schedule of outstanding stock warrants and changes (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Weighted Average Exercise Price | ' | ' |
Balance of warrants, exercise price | $0.03 | $0.03 |
Granted, exercise price | $0.05 | ' |
Number of Warrants | ' | ' |
Balance of warrants | 36,750,000 | 36,000,000 |
Granted | 750,000 | ' |
Weighted Average Remaining Contractual Life (in Years) | ' | ' |
Balance of warrants, years | 1.6 | ' |
COMMON_STOCK_WARRANTS_Schedule1
COMMON STOCK WARRANTS - Schedule of stock warrants outstanding (Details) (USD $) | Sep. 30, 2013 |
Warrants Exercisable | ' |
Warrants outstanding (exercise price $0.03), shares | 36,000,000 |
Warrants outstanding (exercise price $0.05), shares | 750,000 |
Total warrants outstanding, shares | 36,750,000 |
Weighted Average Remaining Contractual Life (in Years) | ' |
Warrants outstanding (exercise price $0.03), years | 1.6 |
Warrants outstanding (exercise price $0.05), years | 3.9 |
Total warrants outstanding, years | 1.6 |
Aggregate Intrinsic Value | ' |
Warrants outstanding (exercise price $0.03), value | ' |
Total warrants outstanding, value | ' |
Number of Warrants | ' |
Warrants outstanding (exercise price $0.03), shares | 36,000,000 |
Warrants outstanding (exercise price $0.05), shares | 750,000 |
Total warrants outstanding, shares | 36,750,000 |
DERIVATIVE_LIABILITIES_Schedul
DERIVATIVE LIABILITIES - Schedule of assumptions for fair value of convertible instruments under Black-Scholes model (Details) (Derivative Liability, USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Lower Range | ' | ' |
Expected dividend yield | $0 | $0 |
Expected volatility | 238.00% | 89.00% |
Expected term | '7 months 2 days | '1 year 6 months |
Risk-free interest rate (annual) | 0.33% | 0.15% |
Upper Range | ' | ' |
Expected dividend yield | $0 | $0 |
Expected volatility | 320.00% | 217.00% |
Expected term | '3 years 3 months 7 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 $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 29 Months Ended | 1 Months Ended | ||
Nov. 08, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2010 | |
BIG Spinoff Agreement | |||||||
Shares cancelled | 34,500,000 | ' | ' | ' | ' | ' | 30,000,000 |
Exploration cost | ' | ' | $43,165 | $5,000 | $83,701 | $277,195 | ' |
Insurance by the FDIC, maximum | ' | $250,000 | ' | $250,000 | ' | $250,000 | ' |
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 $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 29 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 7 Months Ended | ||||||||||||
Nov. 08, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | 9-May-12 | Feb. 29, 2012 | Feb. 07, 2012 | Dec. 31, 2011 | Apr. 30, 2011 | Jan. 31, 2011 | Feb. 04, 2010 | Sep. 30, 2013 | Mar. 31, 2012 | Mar. 16, 2010 | Dec. 17, 2009 | Feb. 04, 2010 | Dec. 31, 2010 | Mar. 16, 2010 | Sep. 30, 2010 | Jun. 30, 2010 | |
Convertible Debentures issued May 9, 2012 | Convertible Notes Payable | 6% Convertible Debentures | 6% Convertible Debentures | 6% Convertible Debentures | 6% Convertible Debentures | Convertible Debentures issued February 4, 2010 | 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 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 | ' | ' | ' | ' | $200,000 | ' | ' | ' | $75,000 | ' | ' | ' | ' | $750,000 |
Sale price of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | 6.00% | ' | ' | ' | ' | 6.00% |
Debt Maturity Period, months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' | 24 | ' | ' | ' | ' | 24 |
Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | $0.05 | ' | ' | ' | ' | $0.05 | ' | ' | ' | $0.05 | ' | ' | ' | ' | $0.05 |
Conversion expiration, in months | ' | ' | ' | ' | ' | ' | ' | ' | 18 | ' | ' | ' | ' | ' | 18 | ' | ' | ' | 18 | ' | ' | ' | ' | 18 |
Warrants issued in conjunction with debt | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | 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 | ' | 14,798 | 91,169 | 47,883 | 200,480 | 395,249 | 636,902 | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance cost - current portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt issuance costs, into Interest Expense | ' | ' | ' | 27,022 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 517 | 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 | 196,620 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,610 | ' | ' | ' | 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 | ' | 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 | ' | ' | ' | 27,022 | 83,305 | 499,304 | 480,986 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Interest | ' | $97,393 | ' | $97,393 | ' | ' | $97,393 | $97,393 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | 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 | 75,000 | 225,000 | ' | ' | ' | ' |
Default judgment amount from complaint filed against Company by Brimmer, Burke & Keelan, LLP | ' | ' | $47,362 | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Sep. 30, 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 | 9 Months Ended | 26 Months Ended | 29 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities | $28,081 | ' | $28,081 | ' | $28,081 | $28,081 | $50,888 |
Loss resulting from increase in fair value of convertible instrument | $21,315 | $10,420 | $22,807 | $55,155 | ($518,708) | ($497,393) | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 0 Months Ended |
Nov. 08, 2013 | |
Subsequent Events [Abstract] | ' |
Shares cancelled | 34,500,000 |
Debt forgiven 1 | $196,620 |
Debt forgiven 2 | $1,264,253 |
New shares issued | 8,112,733 |
Exercise price per share | $0.03 |