Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 07, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'MINERALRITE Corp | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001096296 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 342,134,341 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Statement_of_Financial_Positio
Statement of Financial Position (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Balance Sheets | ' | ' |
Cash and Cash Equivalents, at Carrying Value | $397 | $52,206 |
Accounts Receivable, Net, Current | 1,916 | 5,433 |
Inventory, Net | 156,731 | 74,096 |
Employee Advances | ' | 100 |
Prepaid Expense, Current | 959,667 | 966,667 |
Assets, Current | 1,118,711 | 1,098,502 |
Property, Plant and Equipment, Gross | 102,050 | 102,050 |
Furniture and Fixtures | 8,701 | 8,701 |
Construction in Progress | 20,184 | 20,184 |
Less: Accumulated Depreciation | -28,752 | -18,538 |
Prepaid Services Long Term | 536,994 | 1,016,828 |
Website Development, Net | 1,913 | 4,425 |
Assets, Noncurrent | 641,090 | 1,133,650 |
Assets | 1,759,801 | 2,232,152 |
Accounts Payable, Current | 348,490 | 232,095 |
Accrued Payroll | 39,000 | ' |
Customer Deposits | 144,280 | 119,103 |
Convertible Debt, Including Accrued Interset, Net of Discounts | 286,450 | 468,450 |
Accrued Liabilities, Current | 681 | 3,785 |
DueToRelatedPartiesCurrent | 219,422 | 186,800 |
Notes Payable, Current | 176,725 | 74,082 |
Derivative Instruments and Hedges, Liabilities | 977,756 | 245,006 |
Liabilities, Current | 2,192,804 | 1,329,321 |
Convertible Debt, Including Accrued Interset, Net of Discounts Noncurrent | ' | 29,825 |
Derivative Liabilities Noncurrent | ' | 113,055 |
Liabilities | 2,192,804 | 1,472,201 |
Common Stock, Value, Issued | 307,147 | 88,740 |
Additional Paid in Capital, Common Stock | 11,157,281 | 10,467,221 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -11,897,126 | -9,795,824 |
Retained Earnings (Accumulated Deficit) | -305 | -186 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | -433,003 | 759,951 |
Liabilities and Equity | $1,759,801 | $2,232,152 |
Statement_of_Financial_Positio1
Statement of Financial Position - Parenthetical (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Balance Sheets | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 307,147 | 88,739,900 |
Common Stock, Shares Outstanding | 307,147 | 88,739,900 |
Statement_of_Income
Statement of Income (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement | ' | ' | ' | ' |
Net Revenue | $127,842 | $167,174 | $182,576 | $194,490 |
Revenues | 127,842 | 167,174 | 182,576 | 194,490 |
Cost of Goods Sold | 105,279 | 160,845 | 135,055 | 175,625 |
Cost of Revenue | 105,279 | 160,845 | 135,055 | 175,625 |
Gross Profit | 22,563 | 6,329 | 47,521 | 18,865 |
Lease And Rental Expense | 7,200 | 4,393 | 14,400 | 8,332 |
Professional Fees | 96,674 | 92,464 | 151,584 | 130,935 |
General and Administrative Expense | 394,061 | 320,823 | 796,104 | 519,823 |
Operating Expenses | 497,935 | 417,680 | 962,088 | 659,090 |
Operating Income (Loss) | -475,372 | -411,351 | -914,567 | -640,225 |
Loss on extinguishment of debt | 11,292 | ' | -198,836 | ' |
Other Nonoperating Income (Expense) | ' | 3,466 | 6,600 | 4,039 |
Nonoperating Income (Expense) | 11,292 | 3,466 | -192,236 | 4,039 |
Interest Expense | 143,927 | 16,747 | 420,728 | 17,351 |
Change in fair value of derivative liabilities | 912,502 | 119,679 | 573,771 | 119,679 |
Interest and Debt Expense | 1,056,429 | 136,426 | 994,499 | 137,030 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | ' | ' | -2,101,302 | -773,216 |
Discontinued Operations (Loss) | ' | -7,923 | ' | 6,794 |
Net Income (Loss) Attributable to Parent | -1,520,509 | -552,234 | -2,101,302 | -766,422 |
OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent | 23 | -58 | -119 | -88 |
OtherComprehensiveIncomeLossNetOfTax | ($1,520,486) | ($552,292) | ($2,101,421) | ($766,510) |
Earnings Per Share, Basic | ($0.01) | ($0.01) | ($0.01) | ($0.01) |
Weighted Average Number of Shares Outstanding, Basic | 255,968,093 | 54,581,438 | 178,365,127 | 52,056,917 |
Earnings Per Share, Diluted | ($0.01) | ($0.01) | ($0.01) | ($0.01) |
Weighted Average Number of Shares Outstanding, Diluted | 255,968,093 | 54,581,438 | 178,365,127 | 52,056,917 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Statement of Cash Flows | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | ($2,101,302) | ($773,216) |
Amortization | 2,394 | 2,572 |
Depreciation | 10,214 | 4,776 |
Loss On Extinguishment Of Debt | 198,836 | ' |
Amortization of discounts on convertible debt charged to interest expense | 291,569 | 12,749 |
Stock Based Compensation | 563,217 | 398,726 |
Change in fair value of derivative liabilities | 573,771 | 119,679 |
Increase (Decrease) in Receivables | 3,517 | ' |
Increase (Decrease) in Inventories | -82,635 | 7,177 |
Increase (Decrease) in Prepaid Expense and Other Assets | 100 | 10,199 |
Increase (Decrease) in Accrued Liabilities | 120,935 | 4,415 |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 108,704 | 108,589 |
Increase Decrease In Customer Deposits | 25,178 | 54,765 |
Increase Decrease In Due To Related Parties | 46,000 | -31,292 |
Net Cash Provided by (Used in) Operating Activities | -239,502 | -80,861 |
Payments to Acquire Property, Plant, and Equipment | ' | -2,300 |
Payments to Acquire Intangible Assets | ' | -85,000 |
Net Cash Provided by (Used in) Investing Activities | ' | -87,300 |
Cash received in acquisition of Goldfield International, Inc. | ' | 127,056 |
Proceeds from Issuance of Common Stock | ' | 54,000 |
Proceeds from Issuance of Convertible Debt | 155,500 | 165,000 |
Advances from unrelated third parties | 30,038 | ' |
Proceeds From Related Party Debt | 2,155 | 1,064 |
Payment of accrued distribution due former shareholder | ' | -60,000 |
Net Cash Provided by (Used in) Financing Activities | 187,693 | 287,120 |
ForeignCurrencyTransactionGainLossRealized | ' | -193 |
Cash and Cash Equivalents, Period Increase (Decrease) | -51,809 | 118,766 |
Cash and Cash Equivalents, at Carrying Value | 52,206 | 9,330 |
Cash and Cash Equivalents, at Carrying Value | $397 | $128,096 |
Note_1_Organization_and_Basis_
Note 1 - Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
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 consolidated 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”. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of June 30, 2014, and the results of its operations and cash flows for the three and six months ended June 30, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Commission on May 21, 2014. | |
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 raise substantial doubt as to the Company’s ability to continue as a going concern. For the six month ended June 30, 2014, the Company had a net loss from continuing operations of $(2,101,302) and accumulated deficit of $11,897,126. The Company has funded its operations through the private sale of its common shares and issuance of convertible debt. Net revenue generated from operations in not sufficient to pay Company debts currently due or to fund future operations. The Company continues 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 | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Reclassification | |
Certain reclassifications have been made to conform the 2013 amounts to the 2014 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 June 30, 2014, 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 three months ended June 30, 2014 and 2013 from continuing operations amounted to amounted to $5,107 and $3,158, respectively. Depreciation expense for the six months ended June 30, 2014 and 2013 from continuing operations amounted to amounted to $10,214 and $4,776, 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. | |
At June 30, 2014, the Company did not have sufficient authorized shares in reserve to meet the number of shares that would be issued upon the complete conversion its convertible debt. The Company recognized a liability of $356,699 on the share deficiency which was charged to operations and included in change in fair value of derivative liabilities pursuant to ACS Topic 815-40-25. | |
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 three months ended June 30, 2014, approximately 91% was generated from sales to one customer. Of the Company’s revenue earned during the six months ended June 30, 2014, approximately 64% was generated from sales to one customer. | |
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 June 30, 2014, two customers 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 debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of June 30, 2014 that have been excluded from the computation of diluted net loss per share consist of $418,544 of convertible debt and accrue interest convertible into a 347,939,404 of common shares (See Note 8). . | |
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 June 30, 2014, 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 June 30, 2014. 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. | |
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. | |
Recent Accounting Pronouncements | |
The Company’s management has evaluated all recent accounting pronouncements since the last audit through the issuance date of these financial statements. In the Company’s opinion, none of the recent accounting pronouncements will have a material effect on the financial statements. | |
Note_3_Acquisition_of_Goldfiel
Note 3 - Acquisition of Goldfield International, Inc. | 6 Months Ended | |
Jun. 30, 2014 | ||
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: | ||
6 Months Ended | ||
June 30, 2014 | ||
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 | 6 Months Ended |
Jun. 30, 2014 | |
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. | |
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 the three months and six months ended June 30, 2013. | |
Note_5_Prepaid_Services
Note 5 - Prepaid Services | 6 Months Ended | |
Jun. 30, 2014 | ||
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 three months ended June 30, 2014 and 2013 relating to these two transactions amounted to $239,917 and $239,917, respectively. Consulting fees charged to operations during the six months ended June 30, 2014 and 2013 relating to these two transactions amounted to $479,834 and $398,729, respectively The unamortized balance at June 30, 2014 totaled $1,496,661. Amortization expense over the remaining terms of the respective consulting agreement is as follows: | ||
June 30, | ||
2015 | $ 959,667 | |
2016 | 536,994 | |
$1,496,661 | ||
Note_6_Related_Party_Transacti
Note 6 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
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. The Company did not pay rent for the two months ended March 2014 and the Company had an outstanding balance of $16,000 due on this obligation. | |
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 June 30, 2014, 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. As of June 30, 2014, the Company had an outstanding balance of $23,000. | |
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 three months ended June 30, 2014 and 2013 amounting to $1,994 and $1,301, respectively. Accrued interest that was charged to operations for the six months ended June 30, 2014 and 2013 amounting to $3,967 and $1,301, respectively. The outstanding balance including accrued interest at June 30, 2014 totaled $109,301. The debt was assigned to the Company’s President in June 2014. | |
In addition, the former shareholder of Goldfield has also advanced the Company $80,000, which is unsecured, non-interest bearing and due on demand of which $28,500 was paid in May 2014. . | |
Note_7_Notes_Payable
Note 7 - Notes Payable | 6 Months Ended |
Jun. 30, 2014 | |
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 the three months and six months ended June 30, 2014 amounted to $370 and $370, respectively. The balance of the note and accrued interest totaling $10,427 was paid off during the three months ended June 30, 2014. | |
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 operations for three and six months ended June 30, 2014 amounted to $6,074 and $14,891, respectively. During the three month period ended June 30, 2014, the Company made principal payments totaling $26,723. The Company has not made any further payments toward this obligation. The balance of the note at June 30, 2014, including accrued interest and fees, net of the discounts amounted to $17,245. | |
On February 14 2014, the Company borrowed an additional $75,088 from same unrelated third party indicated above. The loan is secured by the Company’s accounts receivable. The Company is required to pay back a total of $111,750 at a rate of $860 per day (excluding weekends and bank holidays). The effective interest rate on this loan is in excess of 50% per annum. Interest accrued and charged to interest expense for three months and six months June 30, 2014 amounted to $27,534 and $15,574, respectively.. During the 2014, the Company has made principal payments totaling $10,836, of which the last payment of $436 was paid in April 2014. The balance of the note at June 30, 2104, including accrued interest amounted to $79,402 as of June 30, 2014. | |
Note_8_Convertible_Debt
Note 8 - Convertible Debt | 6 Months Ended | |
Jun. 30, 2014 | ||
Notes | ' | |
Note 8 - Convertible Debt | ' | |
NOTE 8 – CONVERTIBLE DEBT | ||
During 2013 and 2014, the Company has received funds totaling $320,000 through the issuance of convertible promissory notes. In addition, the Company has also issued convertible promissory notes to vendors and other creditors in cancelation of amounts due them. These outstanding balances of these notes are convertible into a variable number of the Company’s common stock. Therefore the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation are initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts along with loan fees are being amortized to interest expense over the respective term of the related note. In determining the indicated values of the convertible notes issued in 2014, the Company used the Black Scholes Option Model with a risk-free interest rate of ranging from 0.04% to .11%, volatility ranging from 237.72% of 350.99%, trading prices ranging from $0.0023 per share to $0.0034 per share of $0.007, and a conversion prices ranging from $0.007 per share to $0.0023 per share. | ||
Accrued interest on these notes that was charged to operations for the three months and six months ended June 30, 2014 totaled approximately $55,794 and $81,103, respectively. Amortization of the discounts for the three months and six months ended June 30, 2014 totaled $62,314 and $291,569, respectively $221,402, which was charged to interest expense. The balance of the convertible notes at June 30, 2014 including accrued interest and net of the discount amounted to $286,450. | ||
A recap of the balance of outstanding convertible debt at June 30, 2014 is as follows: | ||
Principal balance | $ 418,544 | |
Accrued interest | 36,819 | |
Less discounts and | ||
Fees, net of accumulated amortization | (168,913) | |
Balance maturing for the period ending: | ||
30-Jun-15 | $ 286,450 | |
The Company valued the derivative liabilities at June 30, 2014 at $977,756 (including a $356,699 liability on the Company’s shortage of its remaining common shares authorized for issuance compared to the number of shares required for full conversion if its convertible debt). The Company recognized a change in the fair value of derivative liabilities for the three months ended June 30, 2014 and 2013 of $912,502 and $119,679, respectively, which were charged to operations. The Company recognized a change in the fair value of derivative liabilities for the six months ended June 30, 2014 and 2013 of $573,771 and $119,679, respectively. $573,771, respectively, which was charged to operations. In determining the indicated values at June 30, 2014, the Company used the Black Scholes Option Model with risk-free interest rates ranging from 0.03% to 0.13%, volatility ranging from 159.12% to 541.02%, a trading price of $.0034, and conversion prices ranging from $0.0018 to $0.0064 per share. | ||
Note_9_Income_Taxes
Note 9 - Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
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 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 June 30, 2014 of approximately $1,872,000 that is available to offset future income for income tax reporting purposes, which will expire in various years through 2034, 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 three months ended June 30, 2014 and 2013. | |
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 three months and six months ended June 30, 2014 and 2013, 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 | 6 Months Ended |
Jun. 30, 2014 | |
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 six months ended June 30, 2014 | |
During the six months period ended June 30, 2014, the Company issued 204,787,263 shares of its common shares to various note holders on the conversion of $340,149 of indebtedness. The Company recognized a $248,961 loss on the debt extinguishment. | |
During the six months ended June 30, 2014, the Company issued a total of 13,620,000 shares of its common stock in consideration for consulting and professional services valued at $83,384. | |
For the six months ended June 30, 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. | |
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. | |
In addition, the Company issued a total of 1,680,000 common shares during the three month ended June 30, 2013 of which 1,080,000 common shares were issued for $54,000 and 600,000 shares were issued for past legal and accounting fees totaling $15,000. | |
Note_11_Fair_Value
Note 11 - Fair Value | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes | ' | ||||
Note 11 - Fair Value | ' | ||||
NOTE 11 – FAIR VALUE | |||||
The Company’s financial instruments at June 30, 2014 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 June 30, 2014 and December 31, 2013 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: | |||||
30-Jun-14 | |||||
Fair Value Measurements | |||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||
Liabilities | |||||
Notes payable | - | $ 176,725 | - | $ 176,725 | |
Debt and other obligations | |||||
due related parties | - | 219,422 | - | 219,422 | |
Convertible debentures | - | 455,363 | - | 455,363 | |
Derivative liabilities | - | $ 977,756 | - | $ 977,756 | |
Note_12_Subsequent_Events
Note 12 - Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 12 - Subsequent Events | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
During the period commencing July 9, 2014 through July 31, 2014 the Company issued 68,987,178 common shares to reduce debt on convertible promissory notes and account payable balances in the amount of $46,149.91. | |
Further, during the same period, shareholders of the Company, including the Company’s president, returned 27,000,000 shares of the Company’s common stock to the Company in exchange for receiving 27,000 shares of the Company’s Series B Preferred Stock. | |
On July 3, 2014, the Company issued a 8% convertible redeemable promissory note, for one payment of $15,000. The convertible promissory note matures on July 3, 2015. The Company has the right to pre pay any time before January 3, 2015 for 150% of face value plus accrued interest. | |
On July 8, 2014,the Company issued a 8% convertible redeemable promissory note, for one payment of $25,000.The convertible promissory note matures on July 8, 2015. The Company has the right to pre pay any time before January 8, 2015 for 150% of face value plus accrued interest. | |
On July 28, 2014, the Company issued a 8% convertible redeemable promissory note, for one payment of $50,000.The convertible promissory note matures on July 28, 2015. The Company has the right to pre pay any time before January 28, 2015 for 150% of face value plus accrued interest. |
Note_1_Organization_and_Basis_1
Note 1 - Organization and Basis of Presentation: Organization, History and Business (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 consolidated 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: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of June 30, 2014, and the results of its operations and cash flows for the three and six months ended June 30, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Commission on May 21, 2014. | |
Note_1_Organization_and_Basis_3
Note 1 - Organization and Basis of Presentation: Going Concern (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 raise substantial doubt as to the Company’s ability to continue as a going concern. For the six month ended June 30, 2014, the Company had a net loss from continuing operations of $(2,101,302) and accumulated deficit of $11,897,126. The Company has funded its operations through the private sale of its common shares and issuance of convertible debt. Net revenue generated from operations in not sufficient to pay Company debts currently due or to fund future operations. The Company continues 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) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Reclassification | ' |
Reclassification | |
Certain reclassifications have been made to conform the 2013 amounts to the 2014 classifications for comparative purposes. | |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014, no allowances were required. | |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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 three months ended June 30, 2014 and 2013 from continuing operations amounted to amounted to $5,107 and $3,158, respectively. Depreciation expense for the six months ended June 30, 2014 and 2013 from continuing operations amounted to amounted to $10,214 and $4,776, respectively. | |
Note_2_Summary_of_Significant_9
Note 2 - Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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. | |
At June 30, 2014, the Company did not have sufficient authorized shares in reserve to meet the number of shares that would be issued upon the complete conversion its convertible debt. The Company recognized a liability of $356,699 on the share deficiency which was charged to operations and included in change in fair value of derivative liabilities pursuant to ACS Topic 815-40-25. | |
Recovered_Sheet3
Note 2 - Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 three months ended June 30, 2014, approximately 91% was generated from sales to one customer. Of the Company’s revenue earned during the six months ended June 30, 2014, approximately 64% was generated from sales to one customer. | |
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 June 30, 2014, two customers 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) | 6 Months Ended |
Jun. 30, 2014 | |
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 debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of June 30, 2014 that have been excluded from the computation of diluted net loss per share consist of $418,544 of convertible debt and accrue interest convertible into a 347,939,404 of common shares (See Note 8). . | |
Recovered_Sheet5
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014, 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) | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014. 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) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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) | 6 Months Ended |
Jun. 30, 2014 | |
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: Discontinued Operations (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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_Sheet11
Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company’s management has evaluated all recent accounting pronouncements since the last audit through the issuance date of these financial statements. In the Company’s opinion, none of the recent accounting pronouncements will have a material effect on the financial statements. | |
Note_3_Acquisition_of_Goldfiel1
Note 3 - Acquisition of Goldfield International, Inc.: Long-term Purchase Commitment (Tables) | 6 Months Ended | |
Jun. 30, 2014 | ||
Tables/Schedules | ' | |
Long-term Purchase Commitment | ' | |
6 Months Ended | ||
June 30, 2014 | ||
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) | 6 Months Ended | |
Jun. 30, 2014 | ||
Tables/Schedules | ' | |
Schedule of Expected Amortization Expense | ' | |
June 30, | ||
2015 | $ 959,667 | |
2016 | 536,994 | |
$1,496,661 |
Note_8_Convertible_Debt_Conver
Note 8 - Convertible Debt: Convertible Debt (Tables) | 6 Months Ended | |
Jun. 30, 2014 | ||
Tables/Schedules | ' | |
Convertible Debt | ' | |
Principal balance | $ 418,544 | |
Accrued interest | 36,819 | |
Less discounts and | ||
Fees, net of accumulated amortization | (168,913) | |
Balance maturing for the period ending: | ||
30-Jun-15 | $ 286,450 | |
Note_11_Fair_Value_Schedule_of
Note 11 - Fair Value: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Tables/Schedules | ' | ||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||
30-Jun-14 | |||||
Fair Value Measurements | |||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||
Liabilities | |||||
Notes payable | - | $ 176,725 | - | $ 176,725 | |
Debt and other obligations | |||||
due related parties | - | 219,422 | - | 219,422 | |
Convertible debentures | - | 455,363 | - | 455,363 | |
Derivative liabilities | - | $ 977,756 | - | $ 977,756 |
Note_1_Organization_and_Basis_4
Note 1 - Organization and Basis of Presentation: Going Concern (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Details | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ($1,520,509) | ($552,234) | ($2,101,302) | ($766,422) |
Development Stage Enterprise, Deficit Accumulated During Development Stage | $11,897,126 | ' | $11,897,126 | ' |
Recovered_Sheet12
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Details | ' | ' |
Depreciation | $10,214 | $4,776 |
Note_3_Acquisition_of_Goldfiel2
Note 3 - Acquisition of Goldfield International, Inc.: Long-term Purchase Commitment (Details) (USD $) | Jun. 30, 2014 |
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 $) | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Details | ' | ' | ' |
Prepaid Expense | $536,994 | $959,667 | ' |
Preconfirmation, Prepaid and Other Current Assets | ' | ' | $1,496,661 |