Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 10, 2014 | Jun. 30, 2013 | |
Document and Entity Information: | ' | ' | ' |
Entity Registrant Name | 'MINERALRITE Corp | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'true | ' | ' |
Amendment Description | 'This Amendment #1 to our Annual Report only furnishes the XBRL presentation not filed with the previous 10K filed on May 21, 2014. No other changes, revisions, or updates were made to the original amended filing. | ' | ' |
Entity Central Index Key | '0001096296 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 167,008,445 | ' |
Entity Public Float | ' | ' | $264,956 |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Statement_of_Financial_Positio
Statement of Financial Position (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheets | ' | ' |
Cash and Cash Equivalents, at Carrying Value | $52,206 | ' |
Accounts Receivable, Net, Current | 5,433 | ' |
Inventory, Net | 74,096 | ' |
Employee Advances | 100 | ' |
Prepaid Expense, Current | 966,667 | 143,000 |
Other Assets, Current | ' | 40,349 |
Assets, Current | 1,098,502 | 183,349 |
Property, Plant and Equipment, Gross | 102,050 | ' |
Furniture and Fixtures | 8,701 | 1,851 |
Construction in Progress | 20,184 | ' |
Less: Accumulated Depreciation | -18,538 | -1,851 |
Prepaid Services Long Term | 1,016,828 | 262,054 |
Website Development, Net | 4,425 | 9,879 |
Deferred Offering Cost | ' | 19,415 |
Noncurrent Assets of Discontinued Operations | ' | 303,716 |
Assets, Noncurrent | 1,133,650 | 595,064 |
Assets | 2,232,152 | 778,413 |
Accounts Payable, Current | 232,095 | 203,621 |
Accrued Payroll | 3,785 | ' |
Customer Deposits | 119,103 | ' |
DueToRelatedPartiesCurrent | 186,800 | 392,546 |
Notes Payable, Current | 74,082 | ' |
Convertible Debt, Including Accrued Interset, Net of Discounts | 468,450 | ' |
Derivative Instruments and Hedges, Liabilities | 245,006 | ' |
Other Liabilities, Current | ' | 11,982 |
Liabilities, Current | 1,329,321 | 608,149 |
Convertible Debt, Including Accrued Interset, Net of Discounts Noncurrent | 29,825 | ' |
Derivative Liabilities Noncurrent | 113,055 | ' |
Other Liabilities, Noncurrent | ' | 11,994 |
Liabilities | 1,472,201 | 620,143 |
Common Stock, Value, Issued | 88,740 | 44,560 |
Additional Paid in Capital, Common Stock | 10,467,221 | 6,395,877 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -9,795,824 | -6,266,031 |
Retained Earnings (Accumulated Deficit) | -186 | -16,136 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 759,951 | 158,270 |
Liabilities and Equity | $2,232,152 | $778,413 |
Statement_of_Income
Statement of Income (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement | ' | ' |
Sales Revenue, Goods, Net | $397,199 | ' |
Revenues | 397,199 | ' |
Cost of Goods Sold | 358,288 | ' |
Cost of Revenue | 358,288 | ' |
Gross Profit | 38,911 | ' |
Lease And Rental Expense | 48,789 | 15,908 |
Professional Fees | 253,964 | 253,282 |
General and Administrative Expense | 1,289,541 | 43,802 |
Operating Expenses | 1,592,294 | 312,992 |
Operating Income (Loss) | -1,553,383 | -312,992 |
Loss on extinguishment of debt | ' | -28,117 |
Other Nonoperating Income (Expense) | -1,096,367 | ' |
Nonoperating Income (Expense) | -1,096,367 | -28,117 |
Interest Expense | 182,091 | 28,517 |
Change in fair value of derivative liabilities | 110,602 | ' |
Interest and Debt Expense | 292,693 | 28,517 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | -2,942,443 | -369,626 |
Discontinued Operations (Loss) | -587,350 | -84,381 |
Net Income (Loss) Attributable to Parent | -3,529,793 | -454,007 |
OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent | -186 | 12,236 |
OtherComprehensiveIncomeLossNetOfTax | ($3,529,979) | ($441,771) |
Statement_of_Shareholders_Equi
Statement of Shareholders' Equity and Other Comprehensive Income (USD $) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2011 | $1,060 | $5,485,377 | ($5,812,024) | ($28,371) | ($353,958) |
Stock Issued During Period, Value, New Issues | 33,000 | 396,000 | ' | ' | 429,000 |
Stock Issued During Period, Value, Other | 10,500 | 514,500 | ' | ' | 525,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ' | ' | -454,007 | ' | -454,007 |
ComprehensiveIncomeNetOfTax | ' | ' | ' | 12,235 | 12,235 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2012 | 44,560 | 6,395,877 | -6,266,031 | -16,136 | 158,270 |
Stock Issued During Period, Value, New Issues | 1,080 | 52,920 | ' | ' | 54,000 |
Stock Issued During Period, Value, Acquisitions | 2,000 | 898,000 | ' | ' | 900,000 |
Stock Issued During Period, Value, Other | 41,100 | 3,117,368 | ' | ' | 3,158,468 |
Adjustments to Additional Paid in Capital, Other | ' | 3,056 | ' | ' | 3,056 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | ' | ' | -3,529,793 | ' | -3,529,793 |
ComprehensiveIncomeNetOfTax | ' | ' | ' | -572 | -572 |
Stockholders' Equity, Other | ' | ' | ' | 16,522 | 16,522 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2013 | $88,740 | $10,467,221 | ($9,795,824) | ($186) | $759,951 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Cash Flows | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | ($2,942,443) | ($369,626) |
Amortization | 5,015 | 585 |
Depreciation | 14,906 | 585 |
Write Off | 1,100,667 | ' |
Loss on Settlement | ' | 28,117 |
Amortization of discounts on convertible debt charged to interest expense | 121,636 | ' |
Offering Costs | ' | 98,357 |
Stock Based Compensation | 938,559 | 23,946 |
Change in fair value of derivative liabilities | 110,602 | ' |
Increase (Decrease) in Receivables | -3,599 | ' |
Increase (Decrease) in Inventories | 30,155 | ' |
Increase (Decrease) in Prepaid Expense and Other Assets | -100 | 30,467 |
Increase (Decrease) in Accrued Liabilities | 42,921 | 28,517 |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 152,521 | 109,624 |
Increase Decrease In Customer Deposits | 56,993 | ' |
Increase Decrease In Due To Related Parties | 2,849 | 39,027 |
Net Cash Provided by (Used in) Operating Activities | -369,318 | -10,986 |
Payments to Acquire Property, Plant, and Equipment | -4,300 | ' |
Cost of Construction | -20,184 | ' |
Payments to Acquire Intangible Assets | -85,000 | ' |
Net Cash Provided by (Used in) Investing Activities | -109,484 | ' |
Cash received in acquisition of Goldfield International, Inc. | 127,056 | ' |
Cash disbursed on disposal of oil and gas operations | -3,473 | ' |
Proceeds from Issuance of Common Stock | 54,000 | ' |
Deferred Offering Costs | ' | -19,415 |
Payments in Connection to Settlement | ' | -2,461 |
Proceeds from Issuance of Convertible Debt | 505,500 | ' |
Advances from unrelated third parties | 48,094 | ' |
Advances to unconsolidated subsidiary | -140,000 | ' |
Payment of accrued distribution due former shareholder | -60,000 | ' |
Net Cash Provided by (Used in) Financing Activities | 531,177 | -21,876 |
ForeignCurrencyTransactionGainLossRealized | -169 | -698 |
Cash and Cash Equivalents, Period Increase (Decrease) | 52,206 | -33,560 |
Cash and Cash Equivalents, at Carrying Value | ' | 33,560 |
Cash and Cash Equivalents, at Carrying Value | $52,206 | ' |
Note_1_Organization_and_Basis_
Note 1 - Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 1 - Organization and Basis of Presentation | ' |
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION | |
Organization, History and Business | |
MineralRite Corporation (“the Company”) was incorporated in Nevada on October 22, 1996 under its original name PSM Corp. The Company changed its emphasis to the exploration and development of natural resources and on November 23, 2005 changed its name to Royal Quantum Group, Inc. On October 18, 2012, the Company again changed its name from Royal Quantum Group, Inc. to MineralRite Corporation. On August 31, 2012, the Company declared a 50-for-1 reverse stock split of its common stock. All references in the accompanying consolidated financials to the number of shares outstanding and per-share amounts have been restated to reflect this stock split. | |
On March 1, 2013, the Company acquired 100% of the total shares outstanding of Goldfield International, Inc. (“Goldfield”) in exchange for issuing 2,000,000 shares of its common stock. The acquisition was based on the fair value of the shares issued amounting to $900,000. The accompanying con solidated financial statements include the accounts and balances of the Company and also of Goldfield since the date of its acquisition. All material intercompany transactions have been eliminated. Goldfield is in the business of manufacturing gold mining equipment. | |
On April 24, 2013, the Company entered into a joint venture agreement with CSI Export and Import (“CSI”) to mine copper ore on leased acreage in Chiapas, Mexico. For $850,000, the Company acquired a 50% in the joint venture which has a 25% participation interest in the production and sale of the indicated copper ore. The Company accounts for its investment in with CSI under the equity method pursuant to ASC Topic 323-30. This amount was written off in 2013 due to impairment as CSI did not execute on their part of the joint venture and repayment is doubtful. | |
Pursuant to a settlement agreement and related court order, effective December 6, 2013, the Company issued 30,000,000 shares of its common stock and transferred its oil and gas operations including related assets and liabilities to Santeo Financial Corporation and other creditors in exchange for the cancelation of debt totaling $325,568. For financial statement presentation purposes, the oil and gas activities for 2012 and 2013, and assets and liabilities directly relating to the oil and gas operation, are accounted for pursuant to ASC Topic 205-20 “Discontinued Operations”. | |
Going Concern | |
The Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations and has a working capital deficit, which history and circumstance raise substantial doubt as to the Company’s ability to continue as a going concern. For the year ended December 31, 2013, the Company had a net loss from continuing operations of $ -3,529,793 and accumulated deficit of $9,795,824. The Company has raised funds through the private sale of its common shares and issuance of convertible debt. In addition, the Company on March 1, 2013 acquired Goldfield International, Inc. which had net sales for the ten months ended December 31, 2013 of $397,199 and gross profit during the ten month period of $38,991. The net revenue generated from current operations in not sufficient to pay Company debts currently due or to fund future operations. The Company is seeking to raise additional funds; however, there is no assurance that the necessary funds will be raised or even if the funds are raised, that the funds received will be to sufficient to fund future operations until such time that the Company’s operations become profitable. Until such time as funding is obtained and/or positive results from operations materialize, doubt about the Company’s ability to continue as a going concern may remain. | |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reclassification | |
Certain reclassifications have been made to conform the 2012 amounts to the 2013 classifications for comparative purposes. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of MineralRite Corporation and its wholly-owned subsidiary, Goldfield International, Inc. (acquired on March 1, 2013. see Note 3) Intercompany transactions and balances have been eliminated in consolidation. | |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |
Management’s Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Accounts Receivable | |
Accounts receivable are reported at the customer’s outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. | |
Allowance for Doubtful Accounts | |
An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Management has determined that as of December 31, 2013, no allowances were required. | |
Revenue Recognition | |
Sales and related costs are recognized when the title passes to the customer since the risks and rewards of ownership has transferred, persuasive evidence of an arrangement exists, the services have been performed and all required milestones achieved, the selling price is fixed, determinable, and collection is reasonable assured. | |
Property and Equipment | |
Property and equipment are stated at cost. Depreciation and any amortization are computed using the straight-line method for financial reporting over the estimated useful lives. The estimated useful lives of assets range from 5 to 7 years. | |
Gains and losses resulting from sales and dispositions of property and equipment are included in current operations. Maintenance and repairs are charged to operations as incurred. Depreciation expense for the year ended December 31, 2013 and 2012 from continuing operations amounted to amounted to $14,906 and $585, respectively. | |
Foreign Currency Translation | |
The Company's primary functional currency is the U.S. dollar. For foreign operations whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit. | |
Convertible Debentures | |
If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method. | |
Derivative Financial Instruments | |
In the case of non-conventional convertible debt, the Company bifurcates its embedded derivative instruments and records them under the provisions of ASC Topic 815-15 “Embedded Derivatives.” The Company’s derivative financial instruments consist of embedded derivatives related to non-conventional convertible notes (see Note 8). The embedded derivative includes the conversion feature of the notes. The accounting treatment of derivative financial instruments requires that the Company record the derivatives at their fair values as of the inception date of the respective agreement and at fair value as of each subsequent balance sheet date. Any change in fair value will be recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income. | |
Concentrations of Credit Risk | |
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. | |
Of the Company’s revenue earned during the year ended December 31, 2013, approximately 49% was generated from sales to two customers. | |
The Company’s accounts receivable are typically unsecured and are derived from U.S. customers in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2013, one customer accounted for 100% of the Company’s net accounts receivable balance, respectively. | |
Loss per Share of Common Stock | |
The Company reports earnings (loss) per share in accordance with Accounting Standards Codification “ASC” Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of December 31, 2013 that have been excluded from the computation of diluted net loss per share consist of $356,681 of convertible debt and accrue interest convertible into a variable number of common shares (See Note 8). The number of common shares that the convertible debt and accrued interest were convertible into at December 31, 2013 amounted to 22,973,950. . Potential common shares as of December 31, 2012 that have been excluded from the computation of diluted net loss per share consist of (a) warrants to purchase 5,720 shares of the Company’s common stock and (b) Unit holders’ options to convert their respective oil revenue interests into a total 24,030 shares of the Company’s common stock. | |
Long-Lived Assets | |
The Company accounts for its long-lived assets in accordance with ASC No. 360, “Property, Plant and Equipment.” ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of December 31, 2013, the Company believed there was an impairment of its long-lived assets and write off goodwill and investment in unconsolidated subsidiary. | |
Fair Value of Financial Instruments | |
Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures,” the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31. 2013. The Company’s financial instruments consist of cash, accounts receivables, payables, convertible debt and other obligations. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instrument. | |
Income Taxes | |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
Risk and Uncertainties | |
The Company is subject to risks common to companies in the manufacturing of gold mining equipment industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |
Commitments and Contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Related Party Transactions | |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |
Pursuant to Section 850-10-20 the Related parties include: a). affiliates of the Company; b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d). principal owners of the Company; e). management of the Company; f). 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; and g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a). the nature of the relationship(s) involved; b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Discontinued Operations | |
For those businesses where management has committed to a plan to divest, each business is valued at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value, an impairment loss is recognized. Fair value is estimated using accepted valuation techniques such as a DCF model, valuations performed by third parties, earnings multiples, or indicative bids, when available. A number of significant estimates and assumptions are involved in the application of these techniques, including the forecasting of markets and market share, sales volumes and prices, costs and expenses, and multiple other factors. Management considers historical experience and all available information at the time the estimates are made; however, the fair value that is ultimately realized upon the divestiture of a business may differ from the estimated fair value reflected in the Consolidated Financial Statements. Depreciation, depletion, and amortization expense is not recorded on assets of a business to be divested once they are classified as held for sale. Businesses to be divested are classified in the Consolidated Financial Statements as either discontinued operations or held for sale. | |
For businesses classified as discontinued operations, the balance sheet amounts and results of operations are reclassified from their historical presentation to assets and liabilities of operations held for sale on the Consolidated Balance Sheet and to discontinued operations on the Consolidated Statement of Operations, respectively, for all periods presented. The gains or losses associated with these divested businesses are recorded in discontinued operations on the Consolidated Statement of Operations. The Consolidated Statement of Cash Flows is also reclassified for assets and liabilities of operations held for sale and discontinued operations for all periods presented. | |
Recently Adopted Accounting Pronouncements | |
Comprehensive Income— On January 1, 2013, The Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the reporting of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. These requirements are to be applied to each component of accumulated other comprehensive income. | |
Note_3_Acquisition_of_Goldfiel
Note 3 - Acquisition of Goldfield International, Inc. | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 3 - Acquisition of Goldfield International, Inc. | ' | ||||
NOTE 3 – ACQUISITION OF GOLDFIELD INTERNATIONAL, INC. | |||||
On March 1, 2013, the Company acquired the outstanding stock of Goldfield International, Inc., a manufacture of gold mining equipment and parts located in Lindon, Utah. The acquisition was a stock purchase and therefore encompasses all of Goldfield’s business operations. | |||||
In exchange for Goldfield’s outstanding stock, the Company issued 2,000,000 shares of its common stock. The Company valued the acquisition at the fair value of the shares it issued amounting to $900,000. | |||||
In addition, the Company entered into separate agreement to acquire the personal goodwill of the seller for $100,000 (See Note 6). | |||||
We valued the assets acquired and liabilities assumed as follows: | |||||
Current assets (including cash) | $ | 226,809 | |||
Property and equipment | 104,600 | ||||
Intangibles and goodwill | 875,667 | ||||
Current liabilities, including | |||||
above indicating $100,000 debt | (307,076 | ) | |||
Total purchase price | $ | 900,000 | |||
The intangibles and goodwill of $875,667 was written off in 2013 due to impairment. | |||||
Note_4_Discontinued_Operations
Note 4 - Discontinued Operations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Note 4 - Discontinued Operations | ' | ||||||||
NOTE 4 – DISCONTINUED OPERATIONS | |||||||||
Effective December 6, 2013, the Company completed the terms of its settlement agreement with Santeo Financial Corporation and other third party creditors. Under the terms of the settlement agreement, the Company issued 30,000,000 shares of its common stock and transferred all of its oil and gas operations including the related assets and liabilities in exchange for the cancelation of $372,568 of debt. The 30,000,000 common shares were valued at $600,000 and the Company realized a net loss on the transaction totaling $526,826. Santeo Financial Corporation is owned by the Company’s former President. | |||||||||
In accordance with the provisions of ASC Topic 205-20, Discontinued Operations, the Company has reclassified its revenue and expenses of its oil and gas operations to “loss from discontinued operations” for all periods presented in the accompanying consolidated statements of operations. The table below sets forth the loss from discontinued operations for the years ended December 31 2013 and 2012. | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Total revenue | $ | 140,369 | $ | 357,943 | |||||
Total operating expense | (184,371 | ) | (442,324 | ) | |||||
(44,002 | ) | (84,381 | ) | ||||||
Other income (loss) | |||||||||
Foreign currency translation loss | (16,522 | ) | - | ||||||
Loss from discontinued operations | $ | (60,524 | ) | $ | (84,381 | ) | |||
Cash flows from discontinued operations is as follows: | |||||||||
Operating activities | $ | 28,351 | $ | 171,421 | |||||
Investing activities | $ | (300 | ) | $ | (35,680 | ) | |||
Financing activities | $ | - | $ | - | |||||
Note_5_Prepaid_Services
Note 5 - Prepaid Services | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 5 - Prepaid Services | ' | ||||
NOTE 5 – PREPAID SERVICES | |||||
On February 4, 2013, the Company issued a total of 7,000,000 (post-split) shares of its common stock of to five individuals and five entities in exchange for consulting services, valued at $2,450,000. The $2,450,000 is being charged to operations over the three-year term of the respective agreement. Mr. Guy Peckham, the Company’s president, received 2,000,000 of the 7,000,000 shares issued. The 2,000,000 shares were valued at $700,000. | |||||
On October 30, 2012, the Company issued a total of 33,000,000 shares of its common stock of to five individuals and five entities in exchange for consulting services, valued at $429,000. The $429,000 is being charged to operations over the three-year term of the respective agreement. As indicated in Note 6, Mr. Guy Peckham, the Company’s president, received 11,500,000 of the 33,000,000 shares issued. The 11,500,000 shares were valued at $149,500. | |||||
Consulting fees charged to operations during the year ended December 31, 2013 and 2012 relating to these two transactions amounted to $878,559 and $0, respectively. The unamortized balance at December 31, 2013 was $1,976,495. Amortization expense over the remaining terms of the respective consulting agreement is as follows: | |||||
December 31, | |||||
2014 | $ | 959,667 | |||
2015 | 959,666 | ||||
2016 | 57,162 | ||||
$ | 1,976,495 | ||||
Note_6_Related_Party_Transacti
Note 6 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 6 - Related Party Transactions | ' |
NOTE 6 – RELATED PARTY TRANSACTIONS | |
The Company’s manufacturing facilities are being leased from the former sole shareholder of Goldfield on a month-to-month basis at $8,000 per month. | |
In October 2012, Mr. Guy Peckham, the Company’s President, personally assumed $200,000 of the obligation the Company’s owes Santeo Financial for unpaid management fees. The $200,000 debt was not forgiven and the Company’s records indicate the $200,000 debt as being owed to Mr. Peckham as of December 31, 2012. The $200,000 is non-interest bearing, unsecured, and due on demand. Mr. Ruskowsky, the Company’s former president, provided services through a consulting agreement that the Company had with Santeo Financial Corp (“Santeo”). Mr. Ruskowsky owns a controlling interest in Santeo. | |
Under the terms a consulting agreement, the Company was required to pay Santeo $15,000 per month. The $15,000 monthly fee was accrued by the Company and was reduced by amounts actually paid. The consulting agreement terminated in August 2012. In October 2012, the balancing owing Santeo amounted to $397,193, of which $200,000 was personally assumed by Mr. Guy Peckham. The balance owed to Santeo as of the termination date, net of the assumed $200,000, amounted $197,193, which is being paid in monthly installments of $8,500. The remaining balance became fully due and payable on May 1, 2013 and remains unpaid and the Company is in default under the agreement.. Santeo’s consulting fees expensed for the three months ended September 30, 2013 and 2012 amounted to $0 and $45,000 respectively. Santeo consulting fees expensed for the nine months ended September 30, 2013 and 2012 amounted to $0 and $135,000 respectively. | |
Santeo Financial and Mr. Peckham canceled the assignment of $200,000 of the Santeo debt that was assigned to Mr. Peckham and the $200,000 note payable from Mr. Peckham to Santeo and as a result the entire $397,193 was payable to Santeo. Santeo then assigned a portion of its interest in the Note to several third parties. In September 2013, Santeo and these third party creditors filed suit against the Company for collection. The parties agreed to settle the entire debt for 30,000,000 shares of its common stock and the conveyance of its interests in its oil properties subject to court approval. The Court approved the settlement on December 6, 2013 and the Company issued 30,000,000 shares of its common stock and transferred its oil and gas operations including related assets and liabilities in exchange for the cancellation of the balance of the debt then outstanding totaling $325,568 (See Note 4). | |
On October, 30 2012, the Company issued Mr. Guy Peckham, the Company’s current president 11,500,000 shares of its common stock for services. The 11,500,000 shares were valued at $149,500, which is being charged to operations over the three year term of the underlying agreement. | |
On February 4, 2013, the Company issued Mr. Guy Peckham, the Company’s current president 2,000,000 shares of its common stock for services. The 2,000,000 shares were valued at $700,000, which is being charged to operations over the three year term of the underlying agreement. | |
As of December 31, 2013, the Company owed Roger Janssen, an officer and director of the Company, $1,345 for services previously performed. | |
During the year ended December 31, 2013, Mr. Guy Peckham has advanced the Company a total of $30,700 of which $30,700 was repaid during the same period. The advances are due on demand and bear interest at annual rate of 8% per annum. As of December 31, 2013, the Company repaid the full total amount of the advances and accrued interest of $698. | |
As of December 31, 2013, certain shareholders have advanced the Company a total of $19,845 that is payable on demand and is non-interest bearing. | |
In connection with the acquisition of Goldfield, the Company entered into a consulting agreement with the former shareholder of Goldfield, whereby commencing May 1, 2013, the Company agreed to pay him a consulting fee of $5,000 per month over the 30 month term of the agreement. During the year ended December 31, 2013, the Company paid him $10,000, issued him 300,000 shares of common stock valued at $12,000 and issue him a convertible note in the amount of $25,000 (See Note 8), all as payments toward this obligation. As of December 31, 2013, the Company has prepaid $7,000 on this obligation. | |
As discussed in Note 3, the Company entered into an agreement to acquire the personal goodwill of the former shareholder of Goldfield for $100,000 payable in three installments of $33,000 due April 1, 2013, $33,000 due May 1, 2013 and $34,000 due June 1, 2013. Interest accrues on any payment that is not paid within 10 days of its respective due date. The Company has not made any payments toward this obligation and has accrued of interest that was charged to operations for the year ended December 31, 2013 amounting to $5,334. | |
In addition, the former shareholder of Goldfield has also advanced the Company $80.000, which is unsecured, non-interest bearing and due on demand. | |
During the year ended December 31, 2013, the Company advanced CSI Export and Import $140,000, which is non-interest bearing and due on demand. This amount was written off in 2013 due to impairment as CSI did not execute on their part of the joint venture and repayment is doubtful. | |
Note_7_Notes_Payable
Note 7 - Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 7 - Notes Payable | ' |
NOTE 7 – NOTES PAYABLE | |
On December 17, 2013, the Company borrowed $10,000 from an unrelated third party. The loan is assessed interest at an annual rate of 15% and matures on March 1, 2014, when the principal and accrued interest becomes fully due. Interest accrued and charged to interest expense for year ended December 31, 2013 amounted to $57. The balance of the note at December 31, 2013, including accrued interest amounted to $10,057. | |
On December 31 2013, the Company borrowed $40,000 from an unrelated third party. The loan is secured by the Company’s accounts receivable. The terms of the loan includes a loan fee of $400, which is being amortized and charged to operations over the term of the loan. Under the terms of the loan, the Company is required to pay back a total of $57,600 at a rate of $$444 per day (excluding weekends and bank holidays). The effective interest rate on this loan is in excess of 32% per annum. Interest accrued and charged to interest expense for year ended December 31, 2013 amounted to $2,334. The balance of the note at December 31, 2013, including accrued interest and fees, net of the discounts amounted to $37,525. | |
Note_8_Convertible_Debt
Note 8 - Convertible Debt | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 8 - Convertible Debt | ' | ||||
NOTE 8 – CONVERTIBLE DEBT | |||||
a. | On April 17, 2013, the Company borrowed $100,000 through the issuance of a convertible note. Under the terms of the note, the loan is assessed interest at a rate of 12% per annum and matures on April 17, 2014. The outstanding balance including principal and accrued interest is convertible in the Company’s common shares at a conversion price equal to the lessor of a) $0.20 per share; or b) 80% of the 30-day weighted average trading price of the Company’s common stock. As additional consideration, the lender was granted 5% of the Company’s net profits from its investment in CSI Imports & Export up to $50,000. The Company may prepay any portion owed with the payments first being applied to accrued interest and then to the net profit up to $50,000. The note holder has the right to convert commencing on April 17, 2014. The Company plans to account for the conversion feature on its effective date under ADC Topic 815-15 “Embedded Derivative.” | ||||
Interest accrued on the above convertible debt and charged to interest expense for year ended December 31, 2013 amounted to $8,482. | |||||
b. | The Company entered into an agreement with an unrelated third party to borrow up to a maximum of $315,000. On June 19, 2013 (the effective date of the agreement), the Company received the initial advance $65,000. The Company received an additional advance of $25,000 on September 26, 2013. Further advances are solely at the discretion of the lender. In consideration for the funds borrowed, the Company is assessed a loan fee equal to 10% of the funds advanced and a closing and due diligence fee equal to 8% of the amount advanced. The outstanding balance including principal, accrued interest, and fees are convertible in the Company’s common shares at a conversion price equal to the lessor of a) $0.05 per share; or b) 60% of the lowest trade price in the 25 trading days prior to conversion. There is no interest charged for the first ninety days; however, if the amounts due under this obligation is not fully paid with the ninety days, the total amount outstanding including accrued interest and fees will be assessed a one-time interest charge of 12%. | ||||
Pursuant to a conversion notice received from the debt holder, the Company issued 1,800,000 shares of its common stock in exchange for the cancelation of $18,466 of the obligation owed The shares were issued on December 31, 2013. Accrued interest on these obligations charged to operations during the year ended December 31, 2013 totaled $12,744. | |||||
The Company accounted for the financing under ASC Topic 470-20 “Debt with Conversion and Other Options.” The proceeds of the financing are required to be bifurcated based upon the fair value of the convertible note using a relative fair value approach based upon the total amount of the $106,200 debt ($90,000 advances plus fees totaling $16,200). As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $106.20 (the fair value cannot initially exceed the amount of the advances) and classified as derivative liabilities with an offset to discounts on convertible debt. Discounts along with loan fees are being amortized to interest expense over the respective one-year term of each advance. In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rates ranging from 0.1% to 0.15%, volatility ranging from 186.65% to 315.43%, and trading prices ranging from $0.02 to $0.05 per share and conversion prices ranging from $0.012 to $0.016 per share. | |||||
Amortization of the discounts for the year ended December 31, 2103 totaled $56,752, which was charged to interest expense. The balance of the convertible note at December 31, 2013, including fees, net of the discounts amounted to $51,028. | |||||
c. | On July 16, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on April 16, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments. Commencing on January 12, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 10 day trading period prior to the date that is one day prior to date that the conversion notice is sent to the Company. The Company plans to account for the conversion feature on effective date of the conversion right under ASC Topic 815-15 “Embedded Derivative.” | ||||
Accrued interest and amortization of the loan fee charged to operations for the year ended December 31, 2013 totaled $1,515. The balance of the convertible note at December 31, 2013, including fees, net of discounts amounted to $21,515. | |||||
d. | On August 28, 2013, the Company borrowed $20,000 from the same lender as discussed above through the issuance of a convertible note. Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on May 28, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments. Commencing on February 24, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 10 day trading period prior to the date that is one day prior to date that the conversion notice is sent to the Company. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” | ||||
Accrued interest and amortization of the loan fee charged to operations for the year ended December 31, 2013 totaled $1,276. The balance of the convertible note at December 31, 2013, including fees, net of the discounts amounted to $21,276. | |||||
e. | On July 17, 2013, the Company borrowed $30,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the loan is assessed interest at a rate of 12% per annum and matures on July 31, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $1,500, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments without penalty. Commencing on January 13, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the market price equal to the average of the three lowest trading prices during the 30 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” | ||||
Accrued interest and amortization of the loan fee charged to operations for the year December 31, 2013 totaled $2,362. The balance of the convertible note at December 31, 2013, including fees, net of the discounts amounted to $30,862. | |||||
f. | On July 26, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the loan is non-interest bearing and matures on January 26, 2014. The note holder has the right to convert the outstanding balance into the Company’s common shares at a conversion price equal to 50% of the average of the three lowest trading prices during the 10 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” | ||||
The Company accounted for the financing under ASC Topic 470-20 “Debt with Conversion and Other Options.” The proceeds of the financing are required to be bifurcated based upon the fair value of the convertible note using a relative fair value approach based upon the total amount of the $20,000. As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $20,000 and classified under derivative liabilities with an offset to discounts on convertible debt. The discount is being amortized to interest expense over the respective six month term of the loan. In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rates of 0.07% volatility of 181.75%, and trading prices of $.04. | |||||
Amortization of the discount for the year December 31, 2013 totaled $16,735, which was charged to interest expense. The balance of the convertible note at December 31, 2013 net of the discount was $16,735. | |||||
g. | On August 16, 2013, the Company borrowed $10,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the loan is assessed interest at a rate of 15% per annum and matures on June 13, 2014 when principal and accrued interest becomes fully due and payable. The terms of the note permit prepayments with penalties. Commencing on February 12, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the lowest market price for the 20 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” | ||||
Accrued interest charged to operations for the year ended December 31, 2013 totaled $563. The balance of the convertible note at December 31, 2013, including fees, net of the discounts amounted to $10,563. | |||||
h. | On September 11, 2013, the Company borrowed $65,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the loan is assessed interest at a rate of 8% per annum and matures on June 13, 2014 when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $3,000, which is being amortized and charged to operations over the term of the loan. The terms of the note does not permit any prepayments. Commencing on March 10, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 58% of the market price equal to the average of the three lowest trading prices during the 10 day trading period prior to the date of conversion. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” | ||||
Accrued interest and amortization of the loan fee charged to operations for the year December 31, 2013 totaled $2,865. The balance of the convertible note at December 31, 2013, including fees, net of the discounts amounted to $67,865. | |||||
i. | In September 9, 2013, the Company transformed a previous loan of $92,000 into a convertible note maturing on September 9, 2014. Under the terms of the note, the loan is assessed interest an at annual rate of 12%. After the maturity date, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to the lesser of $0.03 per share or the price equal to 60% of the daily volume weighted trading average price for the ten days prior to conversion. The conversion right exists until the total outstanding balance is fully paid. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” Accrued interest charged to operations for the year December 31, 2013 totaled $3,418. The balance of the convertible note at December 31, 2013, amounted to $95,418. | ||||
j. | On October 2, 2013, the Company transformed $24,830 of debt due its outside accountant for services rendered into a convertible note. Under the terms of the note, the principal balance is assessed interest at an annual rate of 6% and initially matures on March 10, 2015. If the Company is not in default at the time the note matures, it has the right to extend the due date to September 10, 2015 with an increase in the interest rate assessed to 8%. The Company has the right to prepay any portion of the balance due subject to a 40% penalty. Until the note is paid off full, the note holder has the right to convert the unpaid principal into the Company’s common shares at a conversion price equal to 90% of the daily volume weighted average trading price for the thirty days prior to conversion. Accrued interest on charged to operations during the year ended December 31, 2013 totaled $372. | ||||
As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature was accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $21,048 and classified under derivative liabilities with an offset to discounts on convertible debt. As there is no stated redemption date, the discount is being accounted for under ASC Topic 470-20-35, which requires that the amortization expense for the relevant period be equal to or greater than the amount of discount that the holder could obtain if conversion occurred on that stated date (December 31, 2013). In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rate of 0.11% volatility of 242.62%, and a trading price of $0.03. | |||||
Amortization of the discount for the year December 31, 2013 totaled $2,351, which was charged to interest expense. The balance of the convertible note at December 31, 2013 including accrued interest and net of the discount amounted to $6,505. | |||||
k. | On October 2, 2013, the Company transformed $57,893 of debt due its prior auditors for services rendered into a convertible note. Under the terms of the note, the principal balance is assessed interest at an annual rate of 6% and initially matures on March 10, 2015. If the Company is not in default at the time the note matures, it has the right to extend the due date to September 10, 2015 with an increase in the interest rate assessed to 8%. The Company has the right to prepay any portion of the balance due subject to a 40% penalty. Until the note is paid off in full, the note holder has the right to convert the unpaid principal into the Company’s common shares at a conversion price equal to 90% of the daily volume weighted average trading price for the thirty days prior to conversion. Accrued interest on charged to operations during the year ended December 31, 2013 totaled $868. | ||||
As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature was accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $44,899 and classified under derivative liabilities with an offset to discounts on convertible debt. As there is no stated redemption date, the discount is being accounted for under ASC Topic 470-20-35, which requires that the amortization expense for the relevant period be equal to or greater than the amount of discount that the holder could obtain if conversion occurred on that stated date (December 31, 2013). In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rate of 0.11%, volatility of 242.62%, and a trading price of $0.03. | |||||
Amortization of the discount for the year ended December 31, 2013 totaled $5,992, which was charged to interest expense. The balance of the convertible note at December 31, 2013 including accrued interest and net of the discount amounted to $15,678. | |||||
l. | On October 2, 2013, the Company issued a convertible note with a face amount of $25,000 as partial consideration for the consulting fees due the former shareholder of Goldfield. Under the terms of the note, the principal balance is assessed interest at an annual rate of 6% and initially matures on March 10, 2015. If the Company is not in default at the time the note matures, it has the right to extend the due date to September 10, 2015 with an increase in the interest rate assessed to 8%. The Company has the right to prepay any portion of the balance due subject to a 40% penalty. Until the note is paid off full, the note holder has the right to convert the unpaid principal into the Company’s common shares at a conversion price equal to 90% of the daily volume weighted average trading price for the thirty days prior to conversion. Accrued interest on charged to operations during the year ended December 31, 2013 totaled $375. | ||||
As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature was accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $21,192 and classified under derivative liabilities with an offset to discounts on convertible debt. As there is no stated redemption date, the discount is being accounted for under ASC Topic 470-20-35, which requires that the amortization expense for the relevant period be equal to or greater than the amount of discount that the holder could obtain if conversion occurred on that stated date (December 31, 2013). In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rate of 0.11% volatility of 242.62%, and a trading price of $0.03. | |||||
Amortization of the discount for the year ended December 31, 2013 totaled $2,401, which was charged to interest expense. The balance of the convertible note at December 31, 2013 including accrued interest and net of the discount amounted to $6,584 | |||||
m. | On October 4, 2013, the Company borrowed $20,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the principal is fully due and payable on March 16, 2014. Commencing on March 16, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the average of the 3 lowest trades on the previous ten days trading period prior to conversion. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” Accrued interest charged to operations during the year ended December 31, 2013 totaled $2,444. The balance of the convertible note at December 31, 2013 including accrued interest and net of the discount amounted to $22,244 | ||||
n. | On October 17, 2013, the Company borrowed $25,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the loan is assessed interest at a rate of 6% per annum and matures on October 17, 2014, when principal and accrued interest becomes fully due and payable. The terms of the loan includes a loan fee of $5,000, which is being amortized and charged to operations over the term of the loan. The terms of the note allows for prepayment at a 50% penalty. Commencing on April 18, 2014, the note holder has the right to convert the outstanding balance including principal and accrued interest into the Company’s common shares at a conversion price equal to 50% of the market price equal to the lowest closing bid price for any 5 days before and including the date of conversion. The Company plans to account for the conversion feature on its effective date under ASC Topic 815-15 “Embedded Derivative.” | ||||
Accrued interest and amortization of the loan fee charged to operations for the year December 31, 2013 totaled $1,336. The balance of the convertible note at December 31, 2013, including fees, net of the discounts amounted to $21,336. | |||||
o. | On November 27, 2013, the Company borrowed $15,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the principal balance is assessed interest at an annual rate of 6% and initially matures on March 10, 2015. If the Company is not in default at the time the note matures, it has the right to extend the due date to September 10, 2015 with an increase in the interest rate assessed to 8%. The Company has the right to prepay any portion of the balance due subject to a 40% penalty. Until the note is paid off full, the note holder has the right to convert the unpaid principal into the Company’s common shares at a conversion price equal to 90% of the daily volume weighted average trading price for the thirty days prior to conversion. Accrued interest charged to operations during the year ended December 31, 2013 totaled $85. | ||||
As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature was accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $15,000 and classified under derivative liabilities with an offset to discounts on convertible debt. As there is no stated redemption date, the discount is being accounted for under ASC Topic 470-20-35, which requires that the amortization expense for the relevant period be equal to or greater than the amount of discount that the holder could obtain if conversion occurred on that stated date (December 31, 2013). In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rate of 0.13% volatility of 291.01%, and a trading price of $0.02. | |||||
Amortization of the discount for the year December 31, 2013 totaled $972, which was charged to interest expense. The balance of the convertible note at December 31, 2013 including accrued interest and net of the discount amounted to $1,058. | |||||
p. | On December 26, 2013, the Company borrowed $5,000 through the issuance of a convertible note to an unrelated third party. Under the terms of the note, the principal balance is assessed interest at an annual rate of 6% and initially matures on March 10, 2015. If the Company is not in default at the time the note matures, it has the right to extend the due date to September 10, 2015 with an increase in the interest rate assessed to 8%. The Company has the right to prepay any portion of the balance due subject to a 40% penalty. Until the note is paid off full, the note holder has the right to convert the unpaid principal into the Company’s common shares at a conversion price equal to 90% of the daily volume weighted average trading price for the thirty days prior to conversion. Accrued interest on charged to operations during the year ended December 31, 2013 totaled $4. | ||||
As the outstanding balance of the note is convertible into a number of variable common shares, the conversion feature was accounted for under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation was initially valued at $4,256 and classified under derivative liabilities with an offset to discounts on convertible debt. As there is no stated redemption date, the discount is being accounted for under ASC Topic 470-20-35, which requires that the amortization expense for the relevant period be equal to or greater than the amount of discount that the holder could obtain if conversion occurred on that stated date (December 31, 2013). In determining the indicated values, the Company used the Black Scholes Option Model with a risk-free interest rate of 0.13% volatility of 291.01%, and a trading price of $0.02. | |||||
Amortization of the discount for the year December 31, 2013 totaled $176, which was charged to interest expense. The balance of the convertible note at December 31, 2013 including accrued interest and net of the discount amounted to $924. | |||||
A recap of the balance of outstanding convertible debt at December 31, 2013 is as follows: | |||||
Principal balance | $ | 623,455 | |||
Accrued interest | 34,205 | ||||
Less discounts and | |||||
Fees, net of accumulated | |||||
amortization | (159,385 | ) | |||
$ | 498,275 | ||||
Balance maturing for the year ending: | |||||
31-Dec-14 | $ | 468,450 | |||
31-Dec-15 | 29,825 | ||||
$ | 498,275 | ||||
The Company valued the derivative liabilities at December 31, 2013 at $358,061 and recognized a change in the fair value of derivative liabilities for the year ended December 31, 2013 of $110,602 which was charged to operations. In determining the indicated values at December 31, 2013, the Company used the Black Scholes Option Model with risk-free interest rates ranging from 0.07% to 0.15%, volatility ranging from 193.86% to 315.43%, a trading prices ranging from $0.02 per share to $0.05 per share and a conversion price ranging from $0.012 to $0.0277 per share. | |||||
Note_9_Income_Taxes
Note 9 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Note 9 - Income Taxes | ' | ||||||||
NOTE 9 – INCOME TAXES | |||||||||
Deferred income tax assets and liabilities are computed for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||
The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current expense - Benefit | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Total current expense (benefit) | - | - | |||||||
Deferred Benefit | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
Total deferred benefit | $ | - | $ | - | |||||
U.S statutory rate | 34 | % | 34 | % | |||||
Less valuation allowance | -34 | % | -34 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
The significant components of deferred tax assets and liabilities are as follows: | |||||||||
Deferred tax assets | |||||||||
Stock based compensation | $ | 836,754 | $ | 171,922 | |||||
Capital losses | 76,500 | ||||||||
Net operating losses | 481,501 | 31,297 | |||||||
1,394,755 | 203,219 | ||||||||
Less valuation allowance | (11,394,755 | (203,219 | ) | ||||||
Deferred tax asset - net valuation allowance | $ | -- | $ | -- | |||||
The net change in the valuation allowance for 2013 was $(1,191,536). | |||||||||
The Company’s net operating loss for income tax reporting purposes was significantly impacted by the change in control which occurred on October 30, 2012. The Company has a net operating loss carryover at September 30, 2013 of approximately $676,000 that is available to offset future income for income tax reporting purposes, which will expire in various years through 2033, if not previously utilized. | |||||||||
The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, “Accounting for Uncertainty in Income Taxes.” The Company had no material unrecognized income tax assets or liabilities for the years ended December 31, 2013 and 2012. | |||||||||
The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended December 31, 2013 and 2012, there were no income taxes, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examination by tax authorities for years before 2009. The Company is not currently involved in any income tax examinations. | |||||||||
Note_10_Common_Stock_and_Warra
Note 10 - Common Stock and Warrants | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Note 10 - Common Stock and Warrants | ' | ||||||||
NOTE 10 – COMMON STOCK AND WARRANTS | |||||||||
As indicated in Note 1, the Company declared a 50-for-1 reverse stock split of its common stock on August 31, 2012. All references in the accompanying financials to the number of shares outstanding and per-share amounts have been restated to reflect this stock split. | |||||||||
For the Year Ended December 31, 2013 | |||||||||
As discussed in Note 5, the Company issued on February 4, 2013 a total of 7,000,000 shares of its common stock of to five individuals and five entities in exchange for consulting services, valued at $2,450,000. The $2,450,000 is being charged to operations over the three-year term of the respective agreement. As indicated in Note 5, Mr. Guy Peckham, the Company’s president, received 2,000,000 of the 7,000,000 shares issued. The 2,000,000 shares were valued at $700,000. | |||||||||
During the year ended December 31 2103, the Company issued a total of 800,000 shares of its common stock to two consultants for services rendered. The shares were valued at $24,000 and charged to operations. | |||||||||
As discussed more fully in Note 3, the Company on March 1, 2013 issued 2,000,000 shares of its common stock in exchange all of the outstanding shares of Goldfield International, Inc. The 2,000,000 shares were valued at $900,000. | |||||||||
During the year ended December 31 2103, the Company issued 1,080,000 shares of its common stock for $54,000. | |||||||||
During the year ended December 31, 2013, the Company issued 300,000 shares of its common stock for past amounts due for accounting. The shares were valued $15,000. No gain or loss was recognized on the issuances | |||||||||
During the year ended December 31, 2013, the Company issued a total of 900,000 common shares to its outside accountant and legal counsel for services valued at $39,000 | |||||||||
As discussed in Note 6, in December 2013, the Company issued 30,000,000 shares of its common stock as part consideration in the settlement of debt due Santeo Financial Corporation and others. The 30,000,000 shares were valued at $600,000. | |||||||||
During the year ended December 31, 2013, the Company issued 300,000 shares of its common stock to the former shareholder of Goldfield as partial payment on consulting fees due him. The 300,000 shares were valued at $12,000. | |||||||||
In December 2013, the Company issued 1,800,000 shares of its common stock through the conversion of $18,468 of debt due a convertible note holder (See Note 8). | |||||||||
For the Year Ended December 31, 2012 | |||||||||
On October 30, 2012, the Company issued a total of 40,000,000 shares of its common stock of which 33,000,000 shares were issued to five individuals and five entities in exchange for consulting services, valued at $429,000. The $112,200 is being charged to operations over the three-year term of the respective agreement. The remaining 7,000,000 shares were issued, but subsequently cancelled as the intended recipients failed to provide the agreed-upon services. As indicated in Note 4, Mr. Guy Peckham, the Company’s president, received 11,500,000 of the 33,000,000 shares issued. The 11,500,000 shares were valued at $149,500. Consulting fees charged to operations in 2012 relating to this transaction amounted to $23,946. | |||||||||
On November 20, 2012, the Company issued 10,500,000 shares of its common stock in exchange for the cancellation of $59,000 of debt. The 10,500,000 shares were valued at $59,000. | |||||||||
On November 20, 2012, the Company adopted its 2012 Stock Incentive Plan (the “Plan”). Under the Plan, the Company reserved 5,000,000 shares of its common stock to be issued to employees, directors, consultants and advisors. The exercise price under the Plan is $0.001 per share. As of December 31, 2013, the Company issued 4,800,000 common shares through the Plan. | |||||||||
Options | |||||||||
The following table sets forth common share purchase warrants (post-split) outstanding as of December 31, 2013: | |||||||||
Warrants | Weighted Average Exercise Price | ||||||||
Outstanding | |||||||||
Balance, December 31, 2011 | 35,840 | $ | 12.5 | ||||||
Warrants granted | - | $ | 12.5 | ||||||
Warrants expired | (30,120 | ) | $ | (12.50 | ) | ||||
Balance, December 31, 2012 | 5,720 | $ | 12.5 | ||||||
Warrants granted | - | $ | - | ||||||
Warrants expired | (5,720 | ) | $ | 12.5 | |||||
Balance, December 31, 2013 | - | $ | - | ||||||
Note_11_Fair_Value
Note 11 - Fair Value | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes | ' | ||||||||||||||||
Note 11 - Fair Value | ' | ||||||||||||||||
NOTE 11 – FAIR VALUE | |||||||||||||||||
The Company’s financial instruments at December 31, 2013 consist principally of convertible debentures and derivative liabilities. Convertible debentures are financial liabilities with carrying values that approximate fair value. The Company determines the fair value of convertible debentures based on the effective yields of similar obligations. | |||||||||||||||||
The Company believes all other financial instruments’ recorded values at December 31, 2013 and 2012 approximate fair market value because of their nature and respective durations. | |||||||||||||||||
The Company complies with the provisions of ASC No. 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“GAAP”), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. | |||||||||||||||||
ASC 820-10 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. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, which are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: | |||||||||||||||||
Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. | |||||||||||||||||
Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
The Company utilizes the best available information in measuring fair value. The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as follows: | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||||||||||||||
Liabilities | |||||||||||||||||
Notes payable | - | $ | 74,082 | - | $ | 74,082 | |||||||||||
Debt and other obligations | |||||||||||||||||
due related parties | - | $ | 186.8 | - | $ | 186,600 | |||||||||||
Convertible debentures | - | $ | 498,275 | - | $ | 498,275 | |||||||||||
Derivative liabilities | - | $ | 358,061 | - | $ | 358,061 | |||||||||||
December 31, 2012: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||||||||||||||
Liabilities | |||||||||||||||||
Debt and other obligations | |||||||||||||||||
due related parties | - | $ | 392,546 | - | $ | 392,546 | |||||||||||
Note_12_Subsequent_Events
Note 12 - Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 12 - Subsequent Events | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
During the period for January 1, 2014 through April 10, 2014, the Company received $125,750 through the issuance of convertible notes maturing in April 2015 and issued 103,486,152 shares of its common stock on the cancelation of $249,775 in convertible debt. | |
In April 2014, the Company entered into settlement agreement with an unrelated third party who purchased $102,672 of the Company’s debt Under the terms of the agreement, the Company will issue the Purchaser shares of the Company’s common stock at price equal to 55% of lowest trading price during the 15 day period including the day of the Purchaser’s request for shares. The terms of the settlement agreement are to submitted to a fairness hearing in a Court of Jurisdiction. The shares will only be issued upon receiving the Court order and the determination that the shares are exempt from registration. In addition to issuing the shares necessary to settle the debt sold, the Company is required to issue an additional 7,500,000 shares as a fee to the Purchaser. The agreement contains penalties for failure to deliver the shares within five trading days of the request for issuance and other contingencies. Shares issued in excess of the number of shares required to pay off the debt acquired are to be returned to the Company. needed to As of April 10, 2014, there have been no shares issued pursuant to the terms of this agreement. | |
Note_1_Organization_and_Basis_1
Note 1 - Organization and Basis of Presentation: Organization, History and Business (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Organization, History and Business | ' |
Organization, History and Business | |
MineralRite Corporation (“the Company”) was incorporated in Nevada on October 22, 1996 under its original name PSM Corp. The Company changed its emphasis to the exploration and development of natural resources and on November 23, 2005 changed its name to Royal Quantum Group, Inc. On October 18, 2012, the Company again changed its name from Royal Quantum Group, Inc. to MineralRite Corporation. On August 31, 2012, the Company declared a 50-for-1 reverse stock split of its common stock. All references in the accompanying consolidated financials to the number of shares outstanding and per-share amounts have been restated to reflect this stock split. | |
On March 1, 2013, the Company acquired 100% of the total shares outstanding of Goldfield International, Inc. (“Goldfield”) in exchange for issuing 2,000,000 shares of its common stock. The acquisition was based on the fair value of the shares issued amounting to $900,000. The accompanying con solidated financial statements include the accounts and balances of the Company and also of Goldfield since the date of its acquisition. All material intercompany transactions have been eliminated. Goldfield is in the business of manufacturing gold mining equipment. | |
On April 24, 2013, the Company entered into a joint venture agreement with CSI Export and Import (“CSI”) to mine copper ore on leased acreage in Chiapas, Mexico. For $850,000, the Company acquired a 50% in the joint venture which has a 25% participation interest in the production and sale of the indicated copper ore. The Company accounts for its investment in with CSI under the equity method pursuant to ASC Topic 323-30. This amount was written off in 2013 due to impairment as CSI did not execute on their part of the joint venture and repayment is doubtful. | |
Pursuant to a settlement agreement and related court order, effective December 6, 2013, the Company issued 30,000,000 shares of its common stock and transferred its oil and gas operations including related assets and liabilities to Santeo Financial Corporation and other creditors in exchange for the cancelation of debt totaling $325,568. For financial statement presentation purposes, the oil and gas activities for 2012 and 2013, and assets and liabilities directly relating to the oil and gas operation, are accounted for pursuant to ASC Topic 205-20 “Discontinued Operations”. | |
Note_1_Organization_and_Basis_2
Note 1 - Organization and Basis of Presentation: Going Concern (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Going Concern | ' |
Going Concern | |
The Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations and has a working capital deficit, which history and circumstance raise substantial doubt as to the Company’s ability to continue as a going concern. For the year ended December 31, 2013, the Company had a net loss from continuing operations of $ -3,529,793 and accumulated deficit of $9,795,824. The Company has raised funds through the private sale of its common shares and issuance of convertible debt. In addition, the Company on March 1, 2013 acquired Goldfield International, Inc. which had net sales for the ten months ended December 31, 2013 of $397,199 and gross profit during the ten month period of $38,991. The net revenue generated from current operations in not sufficient to pay Company debts currently due or to fund future operations. The Company is seeking to raise additional funds; however, there is no assurance that the necessary funds will be raised or even if the funds are raised, that the funds received will be to sufficient to fund future operations until such time that the Company’s operations become profitable. Until such time as funding is obtained and/or positive results from operations materialize, doubt about the Company’s ability to continue as a going concern may remain. | |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies: Reclassification (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Reclassification | ' |
Reclassification | |
Certain reclassifications have been made to conform the 2012 amounts to the 2013 classifications for comparative purposes. | |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of MineralRite Corporation and its wholly-owned subsidiary, Goldfield International, Inc. (acquired on March 1, 2013. see Note 3) Intercompany transactions and balances have been eliminated in consolidation. | |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies: Management's Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Management's Use of Estimates | ' |
Management’s Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable are reported at the customer’s outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. | |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies: Allowance For Doubtful Accounts (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Allowance For Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Management has determined that as of December 31, 2013, no allowances were required. | |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
Sales and related costs are recognized when the title passes to the customer since the risks and rewards of ownership has transferred, persuasive evidence of an arrangement exists, the services have been performed and all required milestones achieved, the selling price is fixed, determinable, and collection is reasonable assured. | |
Note_2_Summary_of_Significant_8
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are stated at cost. Depreciation and any amortization are computed using the straight-line method for financial reporting over the estimated useful lives. The estimated useful lives of assets range from 5 to 7 years. | |
Gains and losses resulting from sales and dispositions of property and equipment are included in current operations. Maintenance and repairs are charged to operations as incurred. Depreciation expense for the year ended December 31, 2013 and 2012 from continuing operations amounted to amounted to $14,906 and $585, respectively. | |
Note_2_Summary_of_Significant_9
Note 2 - Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
The Company's primary functional currency is the U.S. dollar. For foreign operations whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit. | |
Recovered_Sheet1
Note 2 - Summary of Significant Accounting Policies: Convertible Debentures (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Convertible Debentures | ' |
Convertible Debentures | |
If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method. | |
Recovered_Sheet2
Note 2 - Summary of Significant Accounting Policies: Derivative Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Derivative Financial Instruments | ' |
Derivative Financial Instruments | |
In the case of non-conventional convertible debt, the Company bifurcates its embedded derivative instruments and records them under the provisions of ASC Topic 815-15 “Embedded Derivatives.” The Company’s derivative financial instruments consist of embedded derivatives related to non-conventional convertible notes (see Note 8). The embedded derivative includes the conversion feature of the notes. The accounting treatment of derivative financial instruments requires that the Company record the derivatives at their fair values as of the inception date of the respective agreement and at fair value as of each subsequent balance sheet date. Any change in fair value will be recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income. | |
Recovered_Sheet3
Note 2 - Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Concentrations of Credit Risk | ' |
Concentrations of Credit Risk | |
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. | |
Of the Company’s revenue earned during the year ended December 31, 2013, approximately 49% was generated from sales to two customers. | |
The Company’s accounts receivable are typically unsecured and are derived from U.S. customers in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2013, one customer accounted for 100% of the Company’s net accounts receivable balance, respectively. | |
Recovered_Sheet4
Note 2 - Summary of Significant Accounting Policies: Loss Per Share of Common Stock (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Loss Per Share of Common Stock | ' |
Loss per Share of Common Stock | |
The Company reports earnings (loss) per share in accordance with Accounting Standards Codification “ASC” Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of December 31, 2013 that have been excluded from the computation of diluted net loss per share consist of $356,681 of convertible debt and accrue interest convertible into a variable number of common shares (See Note 8). The number of common shares that the convertible debt and accrued interest were convertible into at December 31, 2013 amounted to 22,973,950. . Potential common shares as of December 31, 2012 that have been excluded from the computation of diluted net loss per share consist of (a) warrants to purchase 5,720 shares of the Company’s common stock and (b) Unit holders’ options to convert their respective oil revenue interests into a total 24,030 shares of the Company’s common stock. | |
Recovered_Sheet5
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Long-lived Assets | ' |
Long-Lived Assets | |
The Company accounts for its long-lived assets in accordance with ASC No. 360, “Property, Plant and Equipment.” ASC No. 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. As of December 31, 2013, the Company believed there was an impairment of its long-lived assets and write off goodwill and investment in unconsolidated subsidiary. | |
Recovered_Sheet6
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures,” the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31. 2013. The Company’s financial instruments consist of cash, accounts receivables, payables, convertible debt and other obligations. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instrument. | |
Recovered_Sheet7
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
Recovered_Sheet8
Note 2 - Summary of Significant Accounting Policies: Risk and Uncertainties (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Risk and Uncertainties | ' |
Risk and Uncertainties | |
The Company is subject to risks common to companies in the manufacturing of gold mining equipment industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |
Recovered_Sheet9
Note 2 - Summary of Significant Accounting Policies: Commitments and Contingencies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Recovered_Sheet10
Note 2 - Summary of Significant Accounting Policies: Related Party Transactions (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Related Party Transactions | ' |
Related Party Transactions | |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |
Pursuant to Section 850-10-20 the Related parties include: a). affiliates of the Company; b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d). principal owners of the Company; e). management of the Company; f). 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; and g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a). the nature of the relationship(s) involved; b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Recovered_Sheet11
Note 2 - Summary of Significant Accounting Policies: Discontinued Operations (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Discontinued Operations | ' |
Discontinued Operations | |
For those businesses where management has committed to a plan to divest, each business is valued at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value, an impairment loss is recognized. Fair value is estimated using accepted valuation techniques such as a DCF model, valuations performed by third parties, earnings multiples, or indicative bids, when available. A number of significant estimates and assumptions are involved in the application of these techniques, including the forecasting of markets and market share, sales volumes and prices, costs and expenses, and multiple other factors. Management considers historical experience and all available information at the time the estimates are made; however, the fair value that is ultimately realized upon the divestiture of a business may differ from the estimated fair value reflected in the Consolidated Financial Statements. Depreciation, depletion, and amortization expense is not recorded on assets of a business to be divested once they are classified as held for sale. Businesses to be divested are classified in the Consolidated Financial Statements as either discontinued operations or held for sale. | |
For businesses classified as discontinued operations, the balance sheet amounts and results of operations are reclassified from their historical presentation to assets and liabilities of operations held for sale on the Consolidated Balance Sheet and to discontinued operations on the Consolidated Statement of Operations, respectively, for all periods presented. The gains or losses associated with these divested businesses are recorded in discontinued operations on the Consolidated Statement of Operations. The Consolidated Statement of Cash Flows is also reclassified for assets and liabilities of operations held for sale and discontinued operations for all periods presented. | |
Recovered_Sheet12
Note 2 - Summary of Significant Accounting Policies: Recently Adopted Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Recently Adopted Accounting Pronouncements | ' |
Recently Adopted Accounting Pronouncements | |
Comprehensive Income— On January 1, 2013, The Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the reporting of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. These requirements are to be applied to each component of accumulated other comprehensive income. | |
Note_3_Acquisition_of_Goldfiel1
Note 3 - Acquisition of Goldfield International, Inc.: Long-term Purchase Commitment (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Long-term Purchase Commitment | ' | ||||
Current assets (including cash) | $ | 226,809 | |||
Property and equipment | 104,600 | ||||
Intangibles and goodwill | 875,667 | ||||
Current liabilities, including | |||||
above indicating $100,000 debt | (307,076 | ) | |||
Total purchase price | $ | 900,000 |
Note_5_Prepaid_Services_Schedu
Note 5 - Prepaid Services: Schedule of Expected Amortization Expense (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Expected Amortization Expense | ' | ||||
December 31, | |||||
2014 | $ | 959,667 | |||
2015 | 959,666 | ||||
2016 | 57,162 | ||||
$ | 1,976,495 |
Note_8_Convertible_Debt_Conver
Note 8 - Convertible Debt: Convertible Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Convertible Debt | ' | ||||
Principal balance | $ | 623,455 | |||
Accrued interest | 34,205 | ||||
Less discounts and | |||||
Fees, net of accumulated | |||||
amortization | (159,385 | ) | |||
$ | 498,275 |
Note_9_Income_Taxes_Schedule_o
Note 9 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
Deferred tax assets | |||||||||
Stock based compensation | $ | 836,754 | $ | 171,922 | |||||
Capital losses | 76,500 | ||||||||
Net operating losses | 481,501 | 31,297 | |||||||
1,394,755 | 203,219 | ||||||||
Less valuation allowance | (11,394,755 | (203,219 | ) | ||||||
Deferred tax asset - net valuation allowance | $ | -- | $ | -- |
Note_10_Common_Stock_and_Warra1
Note 10 - Common Stock and Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||||
Warrants | Weighted Average Exercise Price | ||||||||
Outstanding | |||||||||
Balance, December 31, 2011 | 35,840 | $ | 12.5 | ||||||
Warrants granted | - | $ | 12.5 | ||||||
Warrants expired | (30,120 | ) | $ | (12.50 | ) | ||||
Balance, December 31, 2012 | 5,720 | $ | 12.5 | ||||||
Warrants granted | - | $ | - | ||||||
Warrants expired | (5,720 | ) | $ | 12.5 | |||||
Balance, December 31, 2013 | - | $ | - |
Note_11_Fair_Value_Schedule_of
Note 11 - Fair Value: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Tables/Schedules | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
December 31, 2013: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||||||||||||||
Liabilities | |||||||||||||||||
Notes payable | - | $ | 74,082 | - | $ | 74,082 | |||||||||||
Debt and other obligations | |||||||||||||||||
due related parties | - | $ | 186.8 | - | $ | 186,600 | |||||||||||
Convertible debentures | - | $ | 498,275 | - | $ | 498,275 | |||||||||||
Derivative liabilities | - | $ | 358,061 | - | $ | 358,061 | |||||||||||
December 31, 2012: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||||||||||||||
Liabilities | |||||||||||||||||
Debt and other obligations | |||||||||||||||||
due related parties | - | $ | 392,546 | - | $ | 392,546 |
Note_1_Organization_and_Basis_3
Note 1 - Organization and Basis of Presentation: Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Net Income (Loss) Attributable to Parent | ($3,529,793) | ($454,007) |
Accumulated Deficit | $9,795,824 | ' |
Recovered_Sheet13
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Depreciation | $14,906 | $585 |
Note_3_Acquisition_of_Goldfiel2
Note 3 - Acquisition of Goldfield International, Inc.: Long-term Purchase Commitment (Details) (USD $) | Mar. 01, 2013 |
Details | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | $226,809 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 104,600 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 875,667 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | -307,076 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $900,000 |
Note_5_Prepaid_Services_Schedu1
Note 5 - Prepaid Services: Schedule of Expected Amortization Expense (Details) (USD $) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ' | ' | ' | ' |
Prepaid Expense | $57,162 | $959,666 | $959,667 | ' |
Prepaid Consulting Services Total | ' | ' | ' | $1,976,495 |
Note_8_Convertible_Debt_Conver1
Note 8 - Convertible Debt: Convertible Debt (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Convertible Notes Payable | $623,455 |
Convertible Debt Accrued Interest | 34,205 |
Less Discount Fees, Net of accumulated amortization | -159,385 |
Convertible Debt | $498,275 |
Note_11_Fair_Value_Schedule_of1
Note 11 - Fair Value: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Notes Payable, Fair Value Disclosure | $74,082 |
Debt and Other Obligations due Related Parties | 186,600 |
Convertible Debt, Fair Value Disclosures | 498,275 |
Derivative Asset, Fair Value, Net | 358,061 |
Debt and Other Obligations due Related Parties 2 | $392,546 |