Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 07, 2014 | Jun. 30, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'Desert Hawk Gold Corp. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001168081 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 9,533,825 | ' |
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 | ' | ' |
Entity Public Float | ' | ' | $3,262,091 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $8,523 | $12,300 |
Prepaid expenses and other current assets | 103,068 | 138,382 |
Total Current Assets | 111,591 | 150,682 |
PROPERTY AND EQUIPMENT, net (Note 6) | 227,981 | 285,338 |
MINERAL PROPERTIES AND INTERESTS (Note 5 AND NOTE 8) | 835,556 | 835,556 |
RECLAMATION BONDS (Notes 5 and 8) | 155,316 | 152,923 |
TOTAL ASSETS | 1,330,444 | 1,424,499 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 197,970 | 141,263 |
Accrued liabilities-officer wages (Note 8) | 332,000 | 131,000 |
Derivative liability-conversion option (Note 10) | 0 | 140,798 |
Interest payable | 0 | 337,400 |
Convertible debt (Note 5) | 600,000 | 600,000 |
Note payable (Note 11 and 15) | 0 | 5,876,698 |
Total Current Liabilities | 1,129,970 | 7,227,159 |
LONG-TERM LIABILITIES | ' | ' |
Stock redeemable with gold proceeds (Note 7) | 130,000 | 130,000 |
Asset retirement obligation(Note 13) | 69,920 | 63,584 |
Interest payable for Long-Term Liabilities | 1,781,027 | 0 |
Derivative liability-conversion option-long term (Note 10), | 170,813 | 0 |
Note payable (Notes 11 and 15), | 6,264,492 | 0 |
Total Long-Term Liabilities | 8,416,252 | 193,584 |
TOTAL LIABILITIES | 9,546,222 | 7,420,743 |
STOCKHOLDERS' (DEFICIT) (Note 3) | ' | ' |
Preferred Stock, $0.001 par value, 10,000,000 shares authorized Series A: 958,033 shares issued and outstanding | 958 | 958 |
Preferred Stock, $0.001 par value, 10,000,000 shares authorized Series A-1: No shares issued and outstanding | 0 | 0 |
Preferred Stock, $0.001 par value, 10,000,000 shares authorized Series A-2: 180,000 shares issued and outstanding | 180 | 180 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 9,501,683 and 8,923,115 shares issued and outstanding, respectively | 9,373 | 8,795 |
Additional paid-in capital | 6,950,076 | 6,410,654 |
Accumulated deficit prior to exploration stage | -1,016,591 | -1,016,591 |
Accumulated deficit during exploration stage | -14,159,774 | -11,400,240 |
Total Stockholders' (Deficit) | -8,215,778 | -5,996,244 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $1,330,444 | $1,424,499 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance sheet parentheticals | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock Series A, shares issued | 958,033 | 958,033 |
Preferred Stock Series A, shares outstanding | 958,033 | 958,033 |
Preferred Stock Series A 1, shares issued | 0 | 0 |
Preferred Stock Series A 1, shares outstanding | 0 | 0 |
Preferred Stock Series A-2, shares issued | 180,000 | 180,000 |
Preferred Stock Series A-2, shares outstanding | 180,000 | 180,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 9,501,683 | 8,923,115 |
Common Stock, shares outstanding | 9,501,683 | 8,923,115 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 56 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
INCOME EARNED DURING EXPLORATION STAGE | ' | ' | ' |
Concentrate sales | $0 | $0 | $969,905 |
EXPENSES | ' | ' | ' |
General project costs | 212,830 | 183,944 | 1,882,519 |
Exploration expense | 79,759 | 281,361 | 1,731,704 |
Consulting | 10,000 | 123,000 | 595,404 |
Officers salaries and directors fees | 339,000 | 241,923 | 1,421,858 |
Legal and professional | 57,588 | 80,472 | 502,508 |
General and administrative | 96,608 | 153,392 | 695,540 |
Depreciation | 64,706 | 68,419 | 223,468 |
Total Expenses | 860,491 | 1,132,511 | 7,053,001 |
OPERATING LOSS | -860,491 | -1,132,511 | -6,083,096 |
OTHER INCOME (EXPENSE) | ' | ' | ' |
Interest and other income | 2,393 | 1,342 | 66,586 |
Income on joint venture agreement | 0 | 200,000 | 200,000 |
Change in fair value of derivatives | -30,015 | 115,109 | -36,138 |
Loss on extinguishment of debt (Note 11) | 0 | -920,000 | -3,069,404 |
Financing expense | -300,000 | -484,548 | -1,632,311 |
Interest expense | -1,571,421 | -1,057,754 | -3,605,411 |
Total Other Income (Expense) | -1,899,043 | -2,145,851 | -8,076,678 |
LOSS BEFORE INCOME TAXES | -2,759,534 | -3,278,362 | -14,159,774 |
INCOME TAXES | 0 | 0 | 0 |
NET LOSS | ($2,759,534) | ($3,278,362) | ($14,159,774) |
BASIC AND DILUTED NET LOSS PER SHARE | ($0.31) | ($0.39) | $0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED | 9,043,194 | 8,461,222 | 0 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock Shares | Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit prior to Exploration Stage | Accumulated Deficit During Exploration Stage | Total Stockholders' (Deficit) |
USD ($) | USD ($) | USD ($) | ||||||
Balance at Dec. 31, 2008 | ' | ' | 1,867,348 | 1,867 | 931,525 | -984,566 | ' | -51,174 |
Common stock issued for cash at $.70/sh | ' | ' | 1,436,300 | 1,436 | 1,003,974 | ' | ' | 1,005,410 |
Common stock cancelled | ' | ' | -107,064 | -107 | -32,291 | ' | ' | -32,398 |
Common stock issued for mineral lease at $.70/sh | ' | ' | 750,000 | 750 | 524,250 | ' | ' | 525,000 |
Common stock issued for reclamation contract at $0.70/sh | ' | ' | 60,824 | 61 | 16,345 | ' | ' | 16,406 |
Common stock issued with convertible notes as financing incentive at $0.70/sh | ' | ' | 300,000 | 300 | 209,700 | ' | ' | 210,000 |
Common stock issued for wages at $.70/sh | ' | ' | 50,000 | 50 | 34,950 | ' | ' | 35,000 |
Common stock issued to acquire subsidiary | ' | ' | 2,713,636 | 2,714 | -229 | ' | ' | 2,485 |
Net income for the period ended December 31, 2009 | ' | ' | ' | ' | ' | ($32,025) | ($486,194) | ($518,219) |
Balance at Dec. 31, 2009 | ' | ' | 7,071,044 | 7,071 | 2,688,224 | -1,016,591 | -486,194 | 1,192,510 |
Common stock issued for cash at $.70/sh | ' | ' | 3,700 | 4 | 2,586 | ' | ' | 2,590 |
Common stock issued for services at $.70/sh | ' | ' | 511,667 | 512 | 357,655 | ' | ' | 358,167 |
Preferred stock issued for cash at $.001/sh | 958,033 | 958 | ' | ' | 669,644 | ' | ' | 670,602 |
Net loss for the year ended December 31, 2010 | ' | ' | ' | ' | ' | ' | -2,859,610 | -2,859,610 |
Balance at Dec. 31, 2010 | 958,033 | 958 | 7,586,411 | 7,587 | 3,718,109 | -1,016,591 | -3,345,804 | -635,741 |
Common stock issued for cash at $1.15/sh | ' | ' | 291,898 | 292 | 335,391 | ' | ' | 335,683 |
Common stock issued for services at $0.70/sh | ' | ' | 383,000 | 383 | 267,717 | ' | ' | 268,100 |
Common stock issued for interest payable at $.70/sh | ' | ' | 53,574 | 54 | 37,446 | ' | ' | 37,500 |
Preferred stock issued in connection with amendment to debt | 100,000 | 100 | ' | ' | 699,900 | ' | ' | 700,000 |
Net loss for the year ended December 31, 2011 | ' | ' | ' | ' | ' | ' | -4,776,074 | -4,776,074 |
Balance at Dec. 31, 2011 | 1,058,033 | 1,058 | 8,314,883 | 8,316 | 5,058,563 | -1,016,591 | -8,121,878 | -4,070,532 |
Common stock issued for cash at $1.15/sh | ' | ' | 17,522 | 18 | 20,132 | ' | ' | 20,150 |
Common stock issued for cash at $1.00/sh with redemption feature classified as a liability | ' | ' | 130,000 | ' | ' | ' | ' | ' |
Common stock issued for 2011 interest payable at $.70/sh | ' | ' | 32,142 | 32 | 22,468 | ' | ' | 22,500 |
Common stock issued for interest payable at $.70/sh | ' | ' | 128,568 | 129 | 89,871 | ' | ' | 90,000 |
Common stock issued in connection with amendment to convertible debt | ' | ' | 300,000 | 300 | 299,700 | ' | ' | 300,000 |
Preferred stock issued in connection with amendment to debt | 80,000 | 80 | ' | ' | 919,920 | ' | ' | 920,000 |
Net loss for the year ended December 31, 2012 | ' | ' | ' | ' | ' | ' | -3,278,362 | -3,278,362 |
Balance at Dec. 31, 2012 | 1,138,033 | 1,138 | 8,923,115 | 8,795 | 6,410,654 | -1,016,591 | -11,400,240 | -5,996,244 |
Common stock issued for interest payable at $.70/sh | ' | ' | 128,568 | 128 | 89,872 | ' | ' | 90,000 |
Common stock issued in connection with amendment to convertible debt | ' | ' | 300,000 | 300 | 299,700 | ' | ' | 300,000 |
Common stock issued for officer wages | ' | ' | 150,000 | 150 | 149,850 | ' | ' | 150,000 |
Net loss for the year ended December 31, 2013 | ' | ' | ' | ' | ' | ' | ($2,759,534) | ($2,759,534) |
Balance at Dec. 31, 2013 | 1,138,033 | 1,138 | 9,501,683 | 9,373 | 6,950,076 | -1,016,591 | -14,159,774 | -8,215,778 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 56 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($2,759,534) | ($3,278,362) | ($14,159,774) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' | ' |
Depreciation, | 64,706 | 68,419 | 223,468 |
Common stock issued for services | 0 | 0 | 530,009 |
Common stock issued for interest expense | 90,000 | 90,000 | 217,500 |
Common stock issued for convertible debt extension | 300,000 | 300,000 | 600,000 |
Common stock issued for accrued liabilites-officer wages | 150,000 | 0 | 150,000 |
Accretion of debt-related discounts | 0 | 296,127 | 1,460,976 |
Accretion of asset retirement obligation | 6,336 | 5,763 | 12,099 |
Change in fair value of derivatives | 30,015 | -115,109 | 36,138 |
Loss on extinguishment of debt | 0 | 920,000 | 3,069,404 |
(Gain) on sale of marketable securities | 0 | 0 | -2,540 |
Changes in operating assets and liabilities: | ' | ' | ' |
(Increase) decrease in accounts receivable | 0 | 66,883 | 0 |
(Increase) decrease in prepaid expenses and other current assets | 35,314 | -46,187 | -103,068 |
Increase (decrease) in accounts payable and accrued expenses | 56,707 | 111,606 | 194,795 |
Increase (decrease) in accrued liabilities - officer wages | 201,000 | 131,000 | 291,309 |
Increase (decrease) in interest payable | 1,443,627 | 825,862 | 2,689,048 |
Net cash (used) by operating activities | -381,829 | -623,998 | -4,790,636 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
(Purchase) Sale of property and equipment | -7,349 | 24,000 | -435,453 |
Payments on mineral leases | 0 | 0 | -250,249 |
Increase in reclamation bonds | -2,393 | -2,942 | -112,515 |
Notes receiveable. | 0 | 0 | 27,500 |
Proceeds from marketable securities | 0 | 0 | 48,920 |
Net cash (used) by investing activities | -9,742 | 21,058 | -721,797 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from convertible notes payable | 0 | 0 | 600,000 |
Proceeds from notes payable | 387,794 | 50,000 | 3,937,794 |
Payment of note payable - equipment | 0 | 0 | -15,995 |
Proceeds from issuance of common stock | 0 | 20,150 | 1,363,833 |
Proceeds from issuance of common stock with redemption features | 0 | 130,000 | 130,000 |
Proceeds from issuance of preferred stock | 0 | 0 | 958 |
Financing fees paid | 0 | 0 | -521,281 |
Net cash provided by financing activities | 389,794 | 200,150 | 5,495,309 |
NET INCREASE (DECREASE) IN CASH | -3,777 | -402,790 | -17,124 |
CASH, BEGINNING OF PERIOD | 12,300 | 415,090 | 25,647 |
CASH, END OF PERIOD | 8,523 | 12,300 | 8,523 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' | ' |
Interest paid in cash | 0 | 164 | 13,664 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ' | ' | ' |
Common stock issued for mineral lease | 0 | 0 | 525,000 |
Common stock issued as incentive with convertible notes | 300,000 | 300,000 | 810,000 |
Common stock issued for reclamation bond | 0 | 0 | 42,802 |
Equipment acquired with note payable | 0 | 0 | 15,995 |
Preferred stock issued in connection with debt amendment | 0 | 920,000 | 1,620,000 |
Common stock issued for interest payable | 0 | 22,500 | 22,500 |
Interest payable converted to note payable | $0 | $885,521 | $885,521 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS | |
Desert Hawk Gold Corp. (the “Company”) was incorporated on November 5, 1957, in the State of Idaho as Lucky Joe Mining Company. On July 17, 2008, the Company merged with its wholly-owned subsidiary, Lucky Joe Mining Company, a Nevada corporation, for the sole purpose of effecting a change in domicile from the State of Idaho to the State of Nevada. Lucky Joe Mining Company (Nevada) was the continuing and surviving corporation, each outstanding share of Lucky Joe Mining Company (Idaho) was converted into one outstanding share of Lucky Joe Mining Company (Nevada). On April 3, 2009, the Company filed a Certificate of Amendment with the State of Nevada changing the name of the Company to Desert Hawk Gold Corp. | |
The Company was originally incorporated to pursue the mining business through the acquisition of prospective mining claims in the Wallace and Kellogg mining districts of Northern Idaho. The Company never successfully generated any revenue or joint ventures from any of the activities it pursued and abandoned the mining business as a viable business model when the commodity prices cycled downward. The Company remained dormant until it recommenced its mining activities and entered the exploration stage on May 1, 2009. The Company is considered an exploration stage company and its financial statements are presented in a manner similar to a development stage company as defined in ASC 915-10-05 and interpreted by the Securities and Exchange Commission (“SEC”) for mining companies in Industry Guide 7. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. | |
Exploration Stage Enterprise | |
Since the Company is in the exploration stage of operation, the Company’s financial statements are prepared in accordance with the provisions of ASC 915 Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to prepare its consolidated financial statements and related disclosures in accordance with this standard. | |
Accounting Method | |
The Company’s consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. | |
Accounting for Stock Options and Stock Awards Granted to Employees and Nonemployees | |
The Company accounts for stock based compensation to employees as required by ASC Topic 718 Compensation-Stock Compensation of the FASB Accounting Standards Codification (“ASE”), and stock based compensation to nonemployees as required by ASC Topic 505-50 Equity-Based Payments to Non-Employees. Stock awards have been valued at fair value using recent share issuance prices for cash. Options and warrants are valued using the Black-Scholes pricing model. See Note 4. | |
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 certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, asset retirement obligation, derivative liabilities, deferred tax assets and related valuation allowances. Actual results could differ from those estimates. | |
Derivative Financial Instruments | |
The Company accounts for derivative financial instruments in accordance with ASC 815 Derivatives and Hedging. This guidance requires recognition of all derivatives as either assets or liabilities on the balance sheet and measurement of those instruments at fair value. Appropriate accounting for changes in the fair value of derivatives held is dependent on whether the derivative instrument is designated and qualifies as an accounting hedge and on the classification of the hedge transaction. | |
The Company currently does not use derivative instruments to manage its exposures to currency risk or interest rates. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized in the balance sheet at fair value. Changes in fair value are recognized in earnings if they are not eligible for hedge accounting or other comprehensive income if they qualify for cash flow hedge accounting. See Note 10. | |
Reclassifications | |
Certain reclassifications have been made to conform prior periods’ data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders’ deficit. | |
Cash and Cash Equivalents | |
For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less when purchased to be cash equivalents. | |
Property and Equipment | |
Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations. See Note 6. | |
Mineral Properties and Leases | |
The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. See Note 5. | |
Mineral Exploration and Development Costs | |
The Company accounts for mineral exploration and development costs in accordance with ASC Topic 930 Extractive Activities - Mining. Until proven and probable reserves (as defined by SEC Guide 7) are established, all exploration expenditures are expensed as incurred. Previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and will be amortized on units of production basis over proven and probable reserves. | |
Provision for Taxes | |
Income taxes are provided based upon the liability method of accounting pursuant to ASC Topic 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC Topic 740-10-25-5 to allow recognition of such an asset. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. | |
The Company recognized no increase in the liability for unrecognized tax benefits. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2013 or 2012. See Note 12. | |
Earnings Per Share | |
Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. At December 31, 2013 and December 31, 2012, common stock equivalents outstanding are 857,143 shares into which the convertible debt (Note 9) can be converted and 2,758,033 shares of common stock into which the preferred stock (Note 3), can be converted. However, the diluted earnings per share are not presented because its effect would be anti-dilutive due to the Company’s recurring losses. | |
Revenue Recognition | |
As an exploration stage company, the Company’s revenue from operations is referred to as income earned during the exploration stage. Revenue is recognized when title and risk of ownership of metals or metal bearing concentrate have passed and collection is reasonably assured. Revenue from the sale of metals may be subject to adjustment upon final settlement of estimated metal prices, weights and assays, and are recorded as adjustments to revenue in the period of final settlement of prices, weights and assays; such adjustments are typically not material in relation to the initial invoice amounts. | |
Reclamation and Remediation | |
The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized upon adoption is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. | |
For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed. | |
Fair Value of Financial Instruments | |
The Company's financial instruments as defined by ASC 825-10-50 include cash, reclamation bonds, notes payable and convertible debt. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2013, and December 31, 2012. ASC 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |
Level 1. Observable inputs such as quoted prices in active markets; | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The Company measures its derivative liabilities at fair value on a recurring basis using Level 2 inputs. | |
Going Concern | |
As shown in the accompanying financial statements, the Company had an accumulated deficit incurred through December 31, 2013, which raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. | |
The Company will need significant funding to continue operations and increase development through the next fiscal year. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships. Management intends to continue to seek new capital from equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan. | |
If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. | |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2013 | |
CAPITAL STOCK | ' |
CAPITAL STOCK | ' |
NOTE 3 - CAPITAL STOCK | |
Common Stock | |
The Company is authorized to issue 100,000,000 shares of common stock. All shares have equal voting rights and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. | |
2013 Activity | |
On July 5, 2013, a Seventh Amendment to the DMRJ Group funding was agreed upon. This Amendment became effective on June 27, 2013 and, as a result of the terms of the amendment, 150,000 shares of common stock valued at $1.00 per share were issued to Robert Jorgensen, a former director and officer, on July 11, 2013. The stock was payable to Mr. Jorgensen at June 30, 2013. | |
The Company issued a total of 128,488 shares of stock to the note holders of the convertible debt for interest expense during the year ended December 31, 2013. The shares were valued at $.70 per share. | |
300,000 shares of common stock were issued to the two holders of the convertible debt, with 150,000 shares issued to each of the two debt holders as part of the extension of the due date of the notes. The due date of the convertible debt was then extended to November 30, 2014. | |
2012 Activity | |
In January 2012, an equity financing was completed with the sale of 17,522 shares of common stock in January providing $20,150 in proceeds. | |
In September 2012, an equity financing was initiated which resulted in sales of 130,000 shares of common stock during the 4th quarter of 2012, providing proceeds of $130,000. Under the terms of this offering, stock could be converted to cash generated from the sale of gold, for a period of 12 months after commencement of operations at the Kiewit project. Proceeds from 5% of the gold produced during the first year of production will be allocated to fund this option. Each investor will receive the right to convert a minimum of one-half and up to all of his shares (on a pro rata basis) into the value of the number of ounces represented by the total investment, determined using a base price of $1,000 per ounce. See Note 7 for further information on the accounting of this issuance. | |
On December 3, 2012, 321,428 shares of common stock were issued to the two holders of the convertible debt, with 150,000 shares were issued to each of the two debt holders as penalty shares as part of the extension of the due date of the notes. The due date of the convertible debt was then extended to November 30, 2013. The remaining 21,348 shares of common stock were issued to the convertible debt note holders as interest for the months of October and November 2012. The shares were valued at $.70 per share for interest expense. See Note 9 for further information regarding this issuance. On January 15, 2012, March 31, 2012, June 29, 2012 and September 25, 2012, the Company issued 32,142 shares of stock to the note holders of the convertible debt for interest expense for the quarters then ending. In addition, 10,714 shares of common stock were issued to these note holders on December 31, 2012 for interest expense for December 2012. The shares were valued at $.70 per share. | |
Preferred Stock | |
In July 2010, the Company filed a Certificate of Designations with the State of Nevada to create 958,033 shares of Series A Preferred Stock. The Series A Preferred Shares have voting rights with the common stock equal to the conversion value of the preferred shares into common shares. | |
In July 2010, the Company issued 958,033 shares of its Series A Preferred Stock to DMRJ Group in connection with financing. See Note 11. These preferred shares are convertible into shares of the Company’s common stock at the rate of one common share for each preferred share converted, subject to certain adjustments. | |
In connection with the Fourth Amendment to the DMRJ Group funding, on May 3, 2011, the Company created and designated 2,500,000 shares of its authorized preferred stock as Series A-1 Preferred Stock and 1,000,000 shares as Series A-2 Preferred Stock. During the quarter ended June 30, 2011, 100,000 shares of Series A-2 Preferred Stock were issued. At December 31, 2011, 100,000 shares of Series A-2 Preferred Shares were outstanding that are convertible by the holder into 1,000,000 shares of the Company’s common stock. See Note 11 for further information on the accounting of this stock issuance. | |
In addition, as part of the Fourth Amendment, beginning July 1, 2011, quarterly dividends in the amount of 10% of net income were due to all Series A-1 and A-2 preferred stockholders for each quarter that the Company has consolidated net income. The Company also cannot pay any dividends on the common stock until the preferred dividends are paid. As of December 31, 2013, no dividends have been paid by the Company because there has been no net income. | |
On June 29, 2012, an additional 80,000 shares of Series A-2 Preferred stock were issued in connection with the Forbearance Agreement of the DMRJ Group funding arrangement. These shares are convertible by the holder into 800,000 shares of the Company’s common stock. See Note 11 for further information on the accounting of this issuance. At December 31, 2013, a total of 180,000 shares of Series A-2 preferred stock were outstanding. | |
Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock is convertible at the option of the holder at any time into that number of shares of common stock equal to (i) for the Series A-1 Preferred Stock ten times the Series A-1 Issue Price ($0.70) divided by the conversion price for Series A-1 Preferred and (ii) for the Series A-2 Preferred Stock ten times the Series A-2 Issue Price ($1.00) divided by the conversion price for such Series A-2 Preferred Stock. The initial conversion price of the Series A-1 preferred stock is $0.70 per share and the initial conversion price of the Series A-2 preferred stock is $1.00. If the Company issues or sells shares of its common stock, or grant options or other convertible securities which are exercisable or convertible into common shares, at prices less than the conversion price of Series A-1 or A-2 shares, except in certain exempted situations, then the conversion price of the Series A-1 and A-2 shares will be reduced to this lower of sale or conversion price. The Series A-1 and A-2 shares may not be converted into common shares if the beneficial owner of such shares would thereafter exceed 4.9% of the outstanding common shares. See Note 11 for further information on the accounting of this issuance. |
STOCK_PLAN
STOCK PLAN | 12 Months Ended |
Dec. 31, 2013 | |
STOCK PLAN: | ' |
STOCK PLAN | ' |
NOTE 4 - STOCK PLAN | |
The Company’s Board of Directors approved the adoption of the 2008 Stock Option/Stock Issuance Plan (the “Plan”) on July 12, 2008, pursuant to which the Company may grant incentive and non-qualified stock options or shares of common stock to employees and consultants, including directors and officers, from time to time. The Plan authorizes the issuance of 3,000,000 shares of the Company’s common stock for grants of shares or the exercise of stock options granted under the Plan. The Plan will continue in effect until all of the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until July 12, 2018, whichever is earlier. The Plan may also be terminated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all of the Company’s assets. | |
The exercise price of each option is established by the plan administrator. Additionally, the plan administrator will fix the terms of each option, but no option will be granted for a term in excess of ten years. Stock issued under the Plan may be granted for cash or other consideration determined by the plan administrator. Options and stock granted under the Plan may vest immediately or upon terms established by the plan administrator. | |
During the year ended December 31, 2013, 150,000 shares were issued under this plan per the terms of the Seventh Amendment of the Investment Agreement with DMRJ Group (See note 3). These shares were issued on July 11, 2013 to Robert Jorgensen, a former officer and director of the Company. During the year ended December 31, 2012 no shares were issued under this plan. No options to purchase common shares have been issued under this Plan through December 31, 2013. |
MINERAL_PROPERTIES_AND_LEASES
MINERAL PROPERTIES AND LEASES | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
MINERAL PROPERTIES AND LEASES | ' | |||||
MINERAL PROPERTIES AND LEASES | ' | |||||
NOTE 5 – MINERAL PROPERTIES AND LEASES | ||||||
Mineral properties and leases as of December 31, 2013 and 2012 are as follows: | ||||||
Yellow Hammer site | ||||||
Initial lease fee | $ | 175,000 | ||||
Asset retirement costs | 30,908 | |||||
Total | 205,908 | |||||
Kiewit, Cactus Mill and all other sites | ||||||
Initial lease fee | 602,735 | |||||
Asset retirement costs | 26,913 | |||||
Total | 629,648 | |||||
Total Mineral Properties and Leases | $ | 835,556 | ||||
The Company holds operating interests within the Gold Hill Mining District in Tooele County, Utah, consisting of 246 unpatented claims, including the unpatented mill site claim, 42 patented claims, and three Utah state mineral leases located on state trust lands. All but four of these mining claims and leases were obtained under the terms of the Amended and Restated Lease Agreement effective July 24, 2009, with Clifton Mining Company and Woodman Mining Company as lessors. Rights to the four Yellow Hammer patented claims were obtained under the terms of the Amended and Restated Lease Agreement dated July 24, 2009, with the Jeneane C. Moeller Family Trust. The properties are located approximately 190 miles west-southwest of Salt Lake City, Utah, and 56 miles south southeast of Wendover, Utah. Annual lease fees are required on the 246 claims that make up the Company’s Gold Hill property. Of these, four claims are within the Yellow Hammer site. Annual claims fees are currently $140 per claim plus administrative fees. | ||||||
On February 7, 2012, the Company signed a letter of intent with Shoshone Silver/Gold Mining Company (“Shoshone”) whereby Shoshone would acquire a 50% interest in our mineral properties located in Tooele County, Utah. Under the terms of the deal, Shoshone had a 120-day exclusive right to provide the $10 million, for which $100,000 was advanced to us as a nonrefundable deposit. The joint venture had not been finalized as of June 30, 2012 and an additional deposit of $100,000 had been agreed to as of June 29, 2012 to extend the agreement to joint venture the property until September 30, 2012. Although this additional deposit was received, other terms of the extension were not met and effective July 21, 2012, the joint venture agreement was terminated and the $200,000 received was recognized as gain on termination of a joint venture agreement. | ||||||
Exploration Expenditures | ||||||
Exploration expenditures incurred by the Company during the years ended December 31, 2013 and 2012 were as follows: | ||||||
2013 | 2012 | |||||
Assaying | $ | 2,156 | $ | 13,791 | ||
Geological consulting fees/Permitting | 73,403 | 265,793 | ||||
Maps and miscellaneous | 4,200 | 1,777 | ||||
Total Exploration | $ | 79,759 | $ | 281,361 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
PROPERTY AND EQUIPMENT: | ' | |||||
PROPERTY AND EQUIPMENT | ' | |||||
NOTE 6 - PROPERTY AND EQUIPMENT | ||||||
The following is a summary of property, equipment, and accumulated depreciation at December 31, 2013 and 2012: | ||||||
2013 | 2012 | |||||
Equipment | $ | 418,298 | $ | 410,949 | ||
Furniture and fixtures | 4,268 | 4,268 | ||||
Vehicles | 23,516 | 23,516 | ||||
446,082 | 438,733 | |||||
Less accumulated depreciation | -218,101 | -153,395 | ||||
Total Property and Equipment Expenditures | $ | 227,981 | $ | 285,338 | ||
Depreciation and amortization expense for the years ended December 31, 2013 and 2012 was $64,706 and $68,419, respectively. | ||||||
STOCK_REDEEMABLE_WITH_GOLD_PRO
STOCK REDEEMABLE WITH GOLD PROCEEDS | 12 Months Ended |
Dec. 31, 2013 | |
STOCK REDEEMABLE WITH GOLD PROCEEDS | ' |
STOCK REDEEMABLE WITH GOLD PROCEEDS | ' |
NOTE 7 – STOCK REDEEMABLE WITH GOLD PROCEEDS | |
An equity financing was initiated in September 2012 for the sale of up to 1,150,000 shares of our common stock. This offering closed December 31, 2012 with proceeds of $130,000 raised through sales of 130,000 shares of the Company’s common stock. Under the terms of this offering, the shares can be redeemed for cash generated from the sale of gold, for a period of 12 months after commencement of operations at the Kiewit project. Proceeds from 5% of the gold produced during the first year of production will be allocated to fund this option. Each investor will receive the right to convert a minimum of one-half and up to all of his shares (on a pro rata basis) into the value of the number of ounces represented by the total investment, determined using a base price of $1,000 per ounce. Due to the redemption feature of these shares, management has concluded that the shares should be recorded as a liability and not as equity. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2013 | |
COMMITMENTS | ' |
COMMITMENTS | ' |
NOTE 8– COMMITMENTS | |
Mining Properties | |
During the year ended December 31, 2009, the Company entered into a Joint Venture Agreement with the Moeller Family Trust for the leasing of the Trust’s Yellow Hammer property in the Gold Hill Mining District of Utah. Pursuant to the agreement, if the Company did not place the Yellow Hammer property into commercial production within a three-year period it would be required to make annual payments to the Trust of $50,000. The Yellow Hammer operated for several months in 2011. There were no sales or royalty expense in 2013 or 2012. | |
Also during the year ended December 31, 2009, the Company entered into a Joint Venture Agreement with the Clifton Mining Company and the Woodman Mining Company for the leasing of their property interests in the Gold Hill Mining District of Utah. Under the terms of the Joint Venture Agreement, the Company is required to pay a 4% net smelter royalty on base metals in all other areas except for production from the Kiewit gold property and a net smelter royalty on gold and silver, except for production from the Kiewit gold property, based on a sliding scale of between 2% and 15% based on the price of gold or silver, as applicable. The Company is also required to pay a 6% net smelter return on any production from the Kiewit gold property. Additionally, if the Company does not place the Kiewit, Clifton Shears/smelter tunnel deposit, and the Cane Springs deposit into commercial production within a three-year period, it will be required to make annual payments to Clifton Mining in the amount of $50,000 per location. The Company did not begin commercial production thus, pursuant to this agreement, the Company made $50,000 payments in 2013 and 2012 on the Kiewit and the Clifton Shears properties. A partial payment of $10,000 was made on the Cane Springs property in 2012. The property payment was not made in 2013 and negotiations are ongoing regarding this property. | |
In September 2009, the Company acquired all of the rights and interests of Clifton Mining in a $42,802 reclamation contract and cash surety deposit with the State of Utah Division of Oil Gas and Mining for the property. As consideration for Clifton Mining selling its interest in the reclamation contract and surety deposit, the Company issued 60,824 shares to Clifton Mining. For a period of two years the Company had the right to repurchase the shares for $48,000, or during the 180-day period after this two-year period, Clifton Mining had the option to put the shares to the Company for $48,000. The put option expired on March 30, 2012. In connection with the issuance of this put option, management concluded that the 60,824 shares should be recorded as a derivative liability, and not as equity. See Note 10. | |
Employment Agreements | |
In September 2010, the Company entered into employment agreements with its Chief Executive Officer (“CEO”) and its President and entered into a consulting agreement with one of its directors. Each agreement was for an initial term of between three months and four years and provides for base salary or fees of $120,000 per year. As of December 31, 2013 and 2012, accrued compensation of $332,000 and $131,000, and consulting payable of $70,000 and $60,000 were due to directors and officers. Termination agreements have been reached with the CEO and one director, providing for payment of accrued compensation and consulting payable over several months commencing with funding of the Kiewit project. | |
CONVERTIBLE_DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2013 | |
CONVERTIBLE DEBT | ' |
CONVERTIBLE DEBT | ' |
NOTE 9 – CONVERTIBLE DEBT | |
On November 18, 2009, the Company issued convertible promissory notes to two of its minority shareholders, for a total of $600,000. The notes bear interest at 15% per annum. Interest-only is payable in equal monthly installments of $7,500. The notes were originally convertible at any time at a rate of $1.50 per share, but on July 14, 2010 the promissory notes were amended thereby reducing the conversion price to $.70 due to the note holders’ agreement to subordinate their debt to DMRJ Group (see Note 11). The notes are convertible into potentially 857,143 shares of common stock and principal and interest were initially due November 30, 2012. | |
On July 5, 2011, the Company entered into an agreement with the two holders of the convertible debt to begin paying their monthly interest in stock rather than cash. The note holders were issued 64,284 shares of stock each in 2012 to settle accrued interest for 2012. | |
The Company failed to repay the loan in full on the November 30, 2012 maturity date, so the Company was required to issue an additional 300,000 shares of common stock to these debt holders in 2012. This stock was valued at $1.00, the price of recent stock sales, and was accounted for as financing expense. As part of this agreement, the due date of the note was extended to November 30, 2013, with interest continuing to be paid with shares of common stock each quarter. | |
The Company failed to repay the loan in full on the November 30, 2013 maturity date, so the Company was required to issue an additional 300,000 shares of common stock to these debt holders. This stock was valued at $1.00, the price of recent stock sales, and was accounted for as financing expense. As part of this agreement, the due date of the note was extended to November 30, 2014, with interest continuing to be paid with shares of common stock each quarter. |
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
DERIVATIVE LIABILITIES | ' | |||||||||||
DERIVATIVE LIABILITIES | ' | |||||||||||
NOTE 10 – DERIVATIVE LIABILITIES | ||||||||||||
The fair value of outstanding derivative instruments on the accompanying Consolidated Balance Sheets represents the conversion option on the convertible debt and was carried at $170,813 and $140,798 at December 31, 2013 and 2012, respectively, a change in fair value of $30,015. | ||||||||||||
A Black-Scholes option-pricing model was used to estimate the fair value, using Level 2 inputs, of the Company’s derivatives using the following assumptions at December 31, 2013 and December 31, 2012: | ||||||||||||
Number of | Volatility | Risk- | Expected | Stock | ||||||||
Shares | Free Rate | Life | price | |||||||||
(in years) | ||||||||||||
31-Dec-13 | ||||||||||||
Conversion option | 465,549 | 53.50% | 0.13% | 1 | $ | 1 | ||||||
31-Dec-12 | ||||||||||||
Conversion option | 437,227 | 80.91% | 0.04% | 0.18 | $ | 1 |
DMRJ_GROUP_FUNDING
DMRJ GROUP FUNDING | 12 Months Ended | ||
Dec. 31, 2013 | |||
DMRJ GROUP FUNDING | ' | ||
DMRJ GROUP FUNDING | ' | ||
NOTE 11 – DMRJ GROUP FUNDING | |||
2010 Activity | |||
On July 14, 2010, the Company entered into an Investment Agreement with DMRJ Group I, LLC (“DMRJ Group”). According to the original terms of the agreement, DMRJ Group committed to loan the Company up to $6,500,000 pursuant to certain terms and conditions as evidenced by a promissory note, under which advances made to the Company were due not later than July 14, 2012. These loan advances could only be used by the Company to pay transaction fees and expenses incurred in connection with the loan transaction, to purchase certain mining equipment, and as working capital to advance our Yellow Hammer and Kiewit mining activities. The maximum amounts allocable to the Yellow Hammer and Kiewit projects were $2,500,000 and $2,750,000, respectively, and were subject to meeting certain milestones on the projects. Advances for operations on the Kiewit project were conditioned upon the Company’s ability to obtain and maintain all environmental and mining permits necessary to commence mining activities and the timely payment of the initial Yellow Hammer advances. | |||
Each principal advance amount bears interest of 15% per annum from the date of borrowing. The Company was required to prepay interest on any advance that would accrue during the first year following the advance, or a shorter period if the advance was less than one year prior to the maturity date of the promissory note. This prepayment of interest was nonrefundable if the Company prepaid the advance or went into default. In addition, at the time the Company repays the advance, it is required to pay an additional amount equal to 20% of the principal and interest amount being repaid. | |||
In July 2010, in connection with this agreement, the Company issued 958,033 shares of its Series A Preferred Stock to DMRJ Group at $.001 par value for $958 cash. The Company recorded a discount to the loan proceeds in the amount of $669,644, which was valued based on the stock price of $.70 less the cash received for the preferred stock. | |||
Advances made by DMRJ Group are collateralized by all of the Company’s assets. | |||
2011 and 2012 Activity | |||
Throughout 2011 and 2012 the Company was unable to meet its deadlines with DMRJ and the Second through the Fifth Amendments to the Investment Agreement were entered into. Each Amendment carried provisions to extend the date of the note and provided for additional funds to be drawn. As part of these amendments, the Company considered the impact of ASC 470-50 “Debt-Modifications and Extinguishments” on the accounting treatment of the Fourth Amendment.. The Company has concluded that the Fourth Amendment constituted a substantial modification. The Fourth Amendment also contained provisions for DMRJ Group to elect to convert the outstanding payable balances to shares of Series A-1 Preferred stock (for the Yellow Hammer Advances) and Series A-2 Preferred Stock (for the Term Loan Advances). See description of the Preferred Stock in Note 3. | |||
The Series A-1 and Series A-2 Preferred Stock are convertible into shares of the Company’s common stock. The conversion rate of the preferred stock to shares of the Company’s common stock is adjustable based upon factors not found in a standard fixed-for-fixed pricing model. As such, the Company considered the provisions of ASC 815 “Derivatives and Hedging”, and recorded the fair value of $108,279 for the embedded conversion option liability associated. | |||
On June 29, 2012, the Company entered into a forbearance agreement with DMRJ Group which extended the due date of the June 30, 2012 loan payment to September 30, 2012 in exchange for 80,000 shares of Series A-2 Preferred Stock. The value of this issuance was determined by calculating the number of common shares into which the Series A-2 preferred shares are convertible (800,000 common shares) times the fair value for shares of common stock on the date of issuance ($1.15). The Company recognized this amount of $920,000 as loss on extinguishment of debt. | |||
The Company failed to make the loan payment of $4,495,000 due on September 20, 2012, which resulted in the Fifth Amendment that provided for additional term loan advances and moved the maturity date of the loan to December 15, 2012. In addition, as of October 2012, the interest rate on the loan increased to 24%. | |||
2013 Activity | |||
During 2013, the Company entered into Amendments Six through Nine of the Investment Agreement. Each amendment carried provisions to extend the due date of the note and allowed for additional funds to be drawn on the drawn as necessary for ongoing administrative costs while awaiting permitting of the Project. The Ninth Amendment to the Investment Agreement extended the due date of the entire loan balance to January 31, 2014. See Note 15 for subsequent extensions and modifications to this note. | |||
A summary of DMRJ Group-related amounts is as follows: | |||
Yellow Hammer, total per 4th Amendment | $ | 3,529,412 | |
Term loan advances | 1,000,000 | ||
20% accrued repayment obligation | 235,294 | ||
15% accrued prepaid interest obligation | 176,471 | ||
Balance at December 31, 2011 | 4,941,177 | ||
Accrued interest converted to principal with 5th | 885,521 | ||
amendment | |||
October 2012 term loan advance | 50,000 | ||
Balance at December 31, 2012 | 5,876,698 | ||
2013 draws | 350,000 | ||
Miscellaneous adjustment | 37,794 | ||
Balance at December 31, 2013 | $ | 6,264,492 | |
Accrued interest on note payable at December 31, 2013 | $ | 1,781,027 | |
The Investment Agreement contains certain affirmative covenants we are required to meet in order to avoid an event of default under the agreement, including the following: | |||
· | |||
Maintain the existence of our business and properties; | |||
· | |||
Keep our properties insured; | |||
· | |||
Pay and discharge promptly all material taxes; | |||
· | |||
Furnish copies of our annual and quarterly financial statements; | |||
· | |||
Furnish notice of any event of default under the agreement or the commencement or threat of any litigation; | |||
· | |||
Comply with all rules and regulations applicable to our properties, including our mining claims and leases; | |||
· | |||
Maintain proper books and records, including financial records; | |||
· | |||
Use the proceeds of the loan advances for the purposes described in the agreement; | |||
· | |||
Comply with all environmental laws applicable to our mining operations; and | |||
· | |||
Keep all mining claims and leases in full force and effect. | |||
The Investment Agreement further contains certain negative covenants which prohibit us from the following actions or activities: | |||
· | |||
Incurring any indebtedness except in limited circumstances; | |||
· | |||
Creating any significant liens on any of our properties or assets; | |||
· | |||
Enter into any sale and lease-back transaction involving any of our properties; | |||
· | |||
Make any investments in or loans or advances to other parties; | |||
· | |||
Engage in any merger, consolidation, sale of assets or acquisition transaction, except for the purchase or sale of inventory or certain limited investments; | |||
· | |||
Declare or pay any dividends, except for dividends to DMRJ Group; | |||
· | |||
Engage in any business transactions with affiliates; | |||
· | |||
Make capital expenditures except as permitted in the agreement pertaining to our current mining business; | |||
· | |||
Create any lease obligations; | |||
· | |||
Amend, supplement or modify any existing indebtedness; | |||
· | |||
Enter into any swap, forward, future or derivative transaction; | |||
· | |||
Make any change in our accounting policies or reporting practices; | |||
· | |||
Form additional subsidiaries; or | |||
· | |||
Modify or grant a waiver or release under or terminate any principal lease agreement or other material contract. | |||
An event of default will occur under the terms of the Investment Agreement if any representation or warranty made by us in the transaction documents with DMRJ Group proves to be false or misleading in any material respect, if we fail to make required payments under the loan documents, if we fail to observe the covenants made in the Agreement, if a change of control occurs, if a voluntary or involuntary insolvency action is commenced, or if a change of control of our Company occurs. In the case of an event of default, DMRJ Group may, upon prior written notice, terminate or suspend its commitment for further loan advances, declare the outstanding loan advances to be immediately due and payable, or exercise any other remedies legally available. | |||
Pursuant to a Security Agreement with DMRJ Group dated July 14, 2010 (the “Security Agreement”), we have secured the repayment of any advances made by DMRJ Group with all of our assets, including our shares of Blue Fin Capital, Inc., our wholly owned subsidiary, which shares have been pledged as collateral for the advances pursuant to a Pledge Agreement dated July 14, 2010 (the “Pledge Agreement”). As the secured party, DMRJ Group is appointed as attorney in fact to foreclose on and deal with our assets in the event of default. | |||
PROVISION_FOR_INCOME_TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
PROVISION FOR INCOME TAXES: | ' | ||||||||||
PROVISION FOR INCOME TAXES | ' | ||||||||||
NOTE 12 – PROVISION FOR INCOME TAXES | |||||||||||
The Company did not recognize a tax provision (benefit) for the years ended December 31, 2013 and 2012 because the Company has net operating loss carry forwards. A reconciliation of the tax benefit that would have been recognized using the Company’s statutory income tax rate for the years ended December 31, 2013 and 2012 is as follows: | |||||||||||
2013 | 2012 | ||||||||||
Federal income tax benefit | -938,200 | -34% | $ | -1,114,700 | -34.00% | ||||||
based on statutory rate | |||||||||||
Effect of non-deductible items | 200 | - | -300 | - | |||||||
Increase in valuation allowance | 938,000 | 34% | 1,115,000 | 34% | |||||||
Total taxes on income (loss) | $ | - | -% | $ | - | -% | |||||
Significant components of the deferred tax assets for the years ended December 31, 2013 and 2012 are as follows: | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
Deferred tax asset: | |||||||||||
Net operating loss carry forward | $ | 3,734,000 | $ | 2,860,000 | |||||||
Exploration costs | 447,000 | 397,000 | |||||||||
Non-deductible finance-related costs | 885,000 | 875,000 | |||||||||
Other | 4,000 | ||||||||||
5,070,000 | 4,132,000 | ||||||||||
Deferred tax asset valuation allowance | -5,070,000 | -4,132,000 | |||||||||
Net deferred tax asset | $ | - | $ | - | |||||||
At December 31, 2013, the Company had net operating loss carry forwards of approximately $11 million which expire through 2033. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended exploration stage activities. Deferred tax assets assume an effective tax rate of 34%, and are offset by a valuation allowance, which increased by approximately $938,000 and $1,115,000 during the years ended December 31, 2013 and 2012, respectively. | |||||||||||
The Company has no tax position at December 31, 2013 or 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2013 or 2012. The Company’s federal income tax returns from 2009 through 2011 remain open and subject to examination. Returns for 2012 and 2013 have not yet been filed. |
REMEDIATION_LIABILITY_AND_ASSE
REMEDIATION LIABILITY AND ASSET RETIREMENT OBLIGATION | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
REMEDIATION LIABILITY AND ASSET RETIREMENT OBLIGATION | ' | |||||
REMEDIATION LIABILITY AND ASSET RETIREMENT OBLIGATION | ' | |||||
NOTE 13 - REMEDIATION LIABILITY AND ASSET RETIREMENT OBLIGATION | ||||||
Remediation, reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, capital costs and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. In calculating the present value of the asset retirement obligation the Company used a credit adjusted risk free interest rate of 10% and projected mine lives of 5 to 12 years, depending on the site. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions. | ||||||
Changes in the reclamation liability for the years ended December 31, 2013 and 2012 are as follows: | ||||||
2013 | 2012 | |||||
Reclamation and remediation liability, beginning of year | $ | 63,584 | $ | 57,502 | ||
Obligation incurred | 0 | 0 | ||||
Increase in present value of liability due to additional payments | 0 | 319 | ||||
Accretion expense | 6,336 | 5,763 | ||||
Reclamation and remediation liability, end of year | $ | 69,920 | $ | 63,584 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 14 – RELATED PARTY TRANSACTIONS | |
During the year ended December 31, 2012, the Company recognized rent expense of $6,000 for office rent to Robert Jorgensen, the Company’s former CEO. Of this amount, $4,000 was paid to Mr. Jorgensen and $2,000 remains accrued to be paid as part of his termination agreement. | |
Also, during the years ended December 31, 2013 and 2012, the Company recognized rent expense for rental of office space and a vehicle of $10,200 each year to be paid to RMH Overhead, LLC, a company owned by Rick Havenstrite, the Company’s president and a director. Of the amounts recognized as expense, Mr. Havenstrite was paid $0 and $7,650 in 2013 and 2012, respectively, with the balance remaining in accrued liabilities at December 31, 2013. | |
During the year ended December 31, 2013, the Company recognized wage expense in the amount of $24,000 for office and accounting services performed by Marianne Havenstrite, wife of Rick Havenstrite, who became an officer of the Company during 2013. All of this amount remains unpaid at December 31, 2013 and is reflected in accrued liabilities. During the year ended December 31, 2012, the Company paid $39,573 for office and accounting services performed by family members of Mr. Havenstrite. | |
During the years ended December 31, 2013 and 2012, the Company recognized exploration expense of $3,900 and $23,296, respectively, for geological services provided by Stuart Havenstrite, the father of Rick Havenstrite. Of these amounts, $3,900 and $11,271 remain unpaid for the years ended December 31, 2013 and 2012, respectively. The unpaid amounts are reflected in accounts payable at December 31, 2013. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 15 – SUBSEQUENT EVENTS | |
The September 30, 2013 payment was not made and a Ninth Amendment to the Investment Agreement was entered into on October 24, 2013. As a provision of this amendment the maturity date of the entire loan balance due to DMRJ Group was moved from September 30, 2013 to January 31, 2014. The Ninth Amendment provided for the Company to receive additional funds in four advances of $25,000 each. The advances, designated the “October 2013 Term Loan Advances” were to be used for ordinary course general corporate purposes. The advances could be drawn for four successive calendar months commencing in October 2013 in the aggregate principal amount of $25,000 each for an aggregate of up to $100,000. The interest rate on these advances remains at 2% per month. Two of these advances were drawn in 2013, with a third draw taken in January 2014. The January 31, 2014 loan payment was not made. | |
On February 19, 2014, we agreed to the terms of a Tenth Amendment to the Investment Agreement with DMRJ Group. The Tenth Amendment provides for funding of mining operations through a series of Monthly Term Loan Advances totaling a maximum of $5,700,000 over four months. As a provision of this amendment, the maturity date for the entire loan was moved to October 31, 2016. The interest rate on the loan balance was reduced from 24% to 15% and minimum payment amounts were established beginning in February 2015. On the last business day of each month, commencing October 31, 2014, we shall pay to the Investor an amount equal to 100% of all cash flows from operations for the immediately preceding month, if any, less mutually agreed upon capital expenditures (and if an agreement on capital expenditures is not reached, then 100% of cash flows from operations) subject to a minimum cash balance of $200,000 until such time as the unpaid principal amount of all Term Loan Advances outstanding and all accrued interest has been paid in full. All payments will be applied first to accrued but unpaid interest and second to outstanding principal. The first Monthly Term Loan, in the amount of $2,000,000, was used in part to fund the posting of the reclamation bond associated with the Kiewit Project Large Mining Permit. Onsite development of the project has since begun. If we are unable to repay the outstanding balances at maturity, DMRJ Group could foreclose on its security interest and would take control of or liquidate our mining leases and other assets. | |
On March 20, 2013, the Confederated Tribes of the Goshute Reservation (Tribes) sent a letter to the Bureau of Land Management (“BLM”) outlining their review of the Kiewit Mine Project Draft Environmental Assessment. The letter alleged the Environmental Assessment is flawed in the development and analysis of alternatives, conformance with applicable BLM land use plans, and disclosure, analysis and mitigation of impacts on cultural resources, Native American values, and many other environmental resources. On February 6, 2014 the Tribes filed an appeal of the permit with the BLM. The BLM will defend its case against the appeal. | |
On July 5, 2011, the Company entered into an agreement with the two holders of the convertible debt to begin paying their monthly interest in stock rather than cash. The note holders were issued 16,071 shares of stock each on March 31, 2014 to settle accrued interest for the quarter ending March 31, 2014. |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
ACCOUNTING POLICIES | ' |
Exploration Stage Enterprise | ' |
Exploration Stage Enterprise | |
Since the Company is in the exploration stage of operation, the Company’s financial statements are prepared in accordance with the provisions of ASC 915 Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to prepare its consolidated financial statements and related disclosures in accordance with this standard. | |
Accounting Method | ' |
Accounting Method | |
The Company’s consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. | |
Accounting for Stock Options and Stock Awards Granted to Employees and Nonemployees | ' |
Accounting for Stock Options and Stock Awards Granted to Employees and Nonemployees | |
The Company accounts for stock based compensation to employees as required by ASC Topic 718 Compensation-Stock Compensation of the FASB Accounting Standards Codification (“ASE”), and stock based compensation to nonemployees as required by ASC Topic 505-50 Equity-Based Payments to Non-Employees. Stock awards have been valued at fair value using recent share issuance prices for cash. Options and warrants are valued using the Black-Scholes pricing model. See Note 4. | |
Use of Estimates | ' |
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 certain reported amounts and disclosures. Significant estimates used in preparing these financial statements include those assumed in estimating the recoverability of the cost of mining claims, asset retirement obligation, derivative liabilities, deferred tax assets and related valuation allowances. Actual results could differ from those estimates | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments | |
The Company accounts for derivative financial instruments in accordance with ASC 815 Derivatives and Hedging. This guidance requires recognition of all derivatives as either assets or liabilities on the balance sheet and measurement of those instruments at fair value. Appropriate accounting for changes in the fair value of derivatives held is dependent on whether the derivative instrument is designated and qualifies as an accounting hedge and on the classification of the hedge transaction. | |
The Company currently does not use derivative instruments to manage its exposures to currency risk or interest rates. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized in the balance sheet at fair value. Changes in fair value are recognized in earnings if they are not eligible for hedge accounting or other comprehensive income if they qualify for cash flow hedge accounting. See Note 10. | |
Reclassification, Policy | ' |
Reclassifications | |
Certain reclassifications have been made to conform prior periods’ data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders’ deficit. | |
Cash and Cash Equivalents Policy | ' |
Cash and Cash Equivalents | |
For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less when purchased to be cash equivalents. | |
Property and Equipment, Policy | ' |
Property and Equipment | |
Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts. Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations. See Note 6. | |
Mineral Properties and Leases,Policy | ' |
Mineral Properties and Leases | |
The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations. See Note 5 | |
Mineral Exploration and Development Costs | ' |
Mineral Exploration and Development Costs | |
The Company accounts for mineral exploration and development costs in accordance with ASC Topic 930 Extractive Activities - Mining. Until proven and probable reserves (as defined by SEC Guide 7) are established, all exploration expenditures are expensed as incurred. Previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and will be amortized on units of production basis over proven and probable reserves. | |
Provision for Taxes, Policy | ' |
Provision for Taxes | |
Income taxes are provided based upon the liability method of accounting pursuant to ASC Topic 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC Topic 740-10-25-5 to allow recognition of such an asset. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. | |
The Company recognized no increase in the liability for unrecognized tax benefits. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2013 or 2012. See Note 12. | |
Earnings Per Share, Policy | ' |
Earnings Per Share | |
Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. At December 31, 2013 and December 31, 2012, common stock equivalents outstanding are 857,143 shares into which the convertible debt (Note 9) can be converted and 2,758,033 shares of common stock into which the preferred stock (Note 3), can be converted. However, the diluted earnings per share are not presented because its effect would be anti-dilutive due to the Company’s recurring losses. | |
Revenue Recognition, Policy | ' |
Revenue Recognition | |
As an exploration stage company, the Company’s revenue from operations is referred to as income earned during the exploration stage. Revenue is recognized when title and risk of ownership of metals or metal bearing concentrate have passed and collection is reasonably assured. Revenue from the sale of metals may be subject to adjustment upon final settlement of estimated metal prices, weights and assays, and are recorded as adjustments to revenue in the period of final settlement of prices, weights and assays; such adjustments are typically not material in relation to the initial invoice amounts. | |
Reclamation and Remediation,Policy | ' |
Reclamation and Remediation | |
The Company’s operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized upon adoption is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. | |
For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management’s estimate of amounts expected to be incurred when the remediation work is performed. | |
Fair Value of Financial Instruments, Policy | ' |
Fair Value of Financial Instruments | |
The Company's financial instruments as defined by ASC 825-10-50 include cash, reclamation bonds, notes payable and convertible debt. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2013, and December 31, 2012. ASC 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |
Level 1. Observable inputs such as quoted prices in active markets; | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The Company measures its derivative liabilities at fair value on a recurring basis using Level 2 inputs. | |
Going Concern Policy | ' |
Going Concern | |
As shown in the accompanying financial statements, the Company had an accumulated deficit incurred through December 31, 2013, which raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. | |
The Company will need significant funding to continue operations and increase development through the next fiscal year. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships. Management intends to continue to seek new capital from equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan. | |
If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used. |
MINERAL_PROPERTIES_AND_LEASES_
MINERAL PROPERTIES AND LEASES (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
MINERAL PROPERTIES AND LEASES (Tables) | ' | |||||
Mineral Properties and Leases | ' | |||||
Mineral properties and leases as of December 31, 2013 and 2012 are as follows: | ||||||
Yellow Hammer site | ||||||
Initial lease fee | $ | 175,000 | ||||
Asset retirement costs | 30,908 | |||||
Total | 205,908 | |||||
Kiewit, Cactus Mill and all other sites | ||||||
Initial lease fee | 602,735 | |||||
Asset retirement costs | 26,913 | |||||
Total | 629,648 | |||||
Total Mineral Properties and Leases | $ | 835,556 | ||||
Exploration Expenditures | ' | |||||
Exploration expenditures incurred by the Company during the years ended December 31, 2013 and 2012 were as follows: | ||||||
2013 | 2012 | |||||
Assaying | $ | 2,156 | $ | 13,791 | ||
Geological consulting fees/Permitting | 73,403 | 265,793 | ||||
Maps and miscellaneous | 4,200 | 1,777 | ||||
Total Exploration | $ | 79,759 | $ | 281,361 |
Summary_of_property_equipment_
Summary of property, equipment, and accumulated depreciation (TABLES) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Summary of property, equipment, and accumulated depreciation (TABLE) | ' | |||||
Summary of property, equipment, and accumulated depreciation (TABLE) | ' | |||||
The following is a summary of property, equipment, and accumulated depreciation at December 31, 2013 and 2012: | ||||||
2013 | 2012 | |||||
Equipment | $ | 418,298 | $ | 410,949 | ||
Furniture and fixtures | 4,268 | 4,268 | ||||
Vehicles | 23,516 | 23,516 | ||||
446,082 | 438,733 | |||||
Less accumulated depreciation | -218,101 | -153,395 | ||||
Total Property and Equipment Expenditures | $ | 227,981 | $ | 285,338 |
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
DERIVATIVE LIABILITIES (Tables) | ' | |||||||||||
Schedule of Derivative Instruments | ' | |||||||||||
Number of | Volatility | Risk- | Expected | Stock | ||||||||
Shares | Free Rate | Life | price | |||||||||
(in years) | ||||||||||||
31-Dec-13 | ||||||||||||
Conversion option | 465,549 | 53.50% | 0.13% | 1 | $ | 1 | ||||||
31-Dec-12 | ||||||||||||
Conversion option | 437,227 | 80.91% | 0.04% | 0.18 | $ | 1 | ||||||
DMRJ_GROUP_FUNDINGTABLES
DMRJ GROUP FUNDING(TABLES) | 12 Months Ended | ||
Dec. 31, 2013 | |||
DMRJ GROUP FUNDING(TABLE): | ' | ||
DMRJ GROUP FUNDING(TABLE) | ' | ||
A summary of DMRJ Group-related amounts is as follows: | |||
Yellow Hammer, total per 4th Amendment | $ | 3,529,412 | |
Term loan advances | 1,000,000 | ||
20% accrued repayment obligation | 235,294 | ||
15% accrued prepaid interest obligation | 176,471 | ||
Balance at December 31, 2011 | 4,941,177 | ||
Accrued interest converted to principal with 5th | 885,521 | ||
amendment | |||
October 2012 term loan advance | 50,000 | ||
Balance at December 31, 2012 | 5,876,698 | ||
2013 draws | 350,000 | ||
Miscellaneous adjustment | 37,794 | ||
Balance at December 31, 2013 | $ | 6,264,492 | |
Accrued interest on note payable at December 31, 2013 | $ | 1,781,027 |
INCOME_TAXES_TABLES
INCOME TAXES (TABLES) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
INCOME TAXES (TABLE): | ' | ||||||||||
INCOME TAXES (TABLE) | ' | ||||||||||
2013 | 2012 | ||||||||||
Federal income tax benefit | -938,200 | -34% | $ | -1,114,700 | -34.00% | ||||||
based on statutory rate | |||||||||||
Effect of non-deductible items | 200 | - | -300 | - | |||||||
Increase in valuation allowance | 938,000 | 34% | 1,115,000 | 34% | |||||||
Total taxes on income (loss) | $ | - | -% | $ | - | -% | |||||
DEFERRED TAX ASSET (TABLE) | ' | ||||||||||
Significant components of the deferred tax assets for the years ended December 31, 2013 and 2012 are as follows: | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
Deferred tax asset: | |||||||||||
Net operating loss carry forward | $ | 3,734,000 | $ | 2,860,000 | |||||||
Exploration costs | 447,000 | 397,000 | |||||||||
Non-deductible finance-related costs | 885,000 | 875,000 | |||||||||
Other | 4,000 | ||||||||||
5,070,000 | 4,132,000 | ||||||||||
Deferred tax asset valuation allowance | -5,070,000 | -4,132,000 | |||||||||
Net deferred tax asset | $ | - | $ | - |
Changes_in_the_reclamation_lia
Changes in the reclamation liability (TABLES) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Changes in the reclamation liability (TABLE): | ' | |||||
Changes in the reclamation liability (TABLE) | ' | |||||
Changes in the reclamation liability for the years ended December 31, 2013 and 2012 are as follows: | ||||||
2013 | 2012 | |||||
Reclamation and remediation liability, beginning of year | $ | 63,584 | $ | 57,502 | ||
Obligation incurred | 0 | 0 | ||||
Increase in present value of liability due to additional payments | 0 | 319 | ||||
Accretion expense | 6,336 | 5,763 | ||||
Reclamation and remediation liability, end of year | $ | 69,920 | $ | 63,584 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Earnings Per Share (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Summary Of Significant Accounting Policies Earnings Per Share | ' | ' |
Common stock equivalents outstanding | 857,143 | 857,143 |
Common stock convertible into debt and preferred stock | 2,758,033 | 2,758,033 |
Capital_Stock_Common_Stock_Act
Capital Stock Common Stock Activity during 2013 (Details) (USD $) | Jul. 05, 2013 |
Capital Stock Common Stock Activity during 2013 | ' |
Shares of common stock issued under Seventh Amendment to the DMRJ Group funding to Robert Jorgensen | 150,000 |
Per share value of stock issued to Robert Jorgensen | $1 |
The Company issued a total of shares of stock to the note holders of the convertible debt for interest expense | 128,488 |
Per share value of stock issued to note holders of the convertible debt | $0.70 |
Shares of common stock were issued to the two holders of the convertible debt | 300,000 |
Shares issued to each of the two debt holders as part of the extension of the due date of the notes | 150,000 |
Capital_Stock_Common_Stock_Act1
Capital Stock Common Stock Activity during 2012 (Details) (USD $) | Dec. 03, 2012 | Sep. 30, 2012 | Jan. 31, 2012 |
Capital Stock Common Stock Activity during 2012 | ' | ' | ' |
An equity financing was completed with the sale of shares of common stock | ' | 130,000 | 17,522 |
Proceeds of equity financing with the sale of shares of common stock | ' | $130,000 | $20,150 |
Shares of common stock issued to the two holders of the convertible debt | 321,428 | ' | ' |
Shares were issued to each of the two debt holders as penalty shares as part of the extension of the due date of the notes | 150,000 | ' | ' |
The remaining shares of common stock issued to the convertible debt note holders as interest for the months of October and November 2012 | 21,348 | ' | ' |
The shares were valued at per share for interest expense | $0.70 | ' | ' |
Company issued shares of stock to the note holders of the convertible debt for interest expense for the quarters then ending | 32,142 | ' | ' |
Shares of common stock were issued to these note holders for interest expense for December 2012 | 10,714 | ' | ' |
Capital_Stock_Preferred_Stock_
Capital Stock Preferred Stock (Details) (USD $) | Dec. 31, 2013 | 3-May-11 | Jul. 31, 2010 |
Capital Stock Preferred Stock | ' | ' | ' |
Designated preferred stock shares series A | ' | ' | 958,033 |
Preferred stock shares series A issued to DMRJ Group | ' | ' | 958,033 |
Designated preferred stock shares series A 1 | ' | 2,500,000 | ' |
Designated preferred stock shares series A 2 | 80,000 | 1,000,000 | ' |
Convertible by the holder into common stock | 800,000 | ' | ' |
Outstanding preferred stock shares series A 2 | 180,000 | ' | ' |
The initial conversion price of the Series A-1 preferred stock per share | ' | $0.70 | ' |
The initial conversion price of the Series A-2 preferred stock per share | ' | $1 | ' |
Adoption_of_the_2008_Stock_Opt
Adoption of the 2008 Stock Option Stock Issuance Plan (Details) | Dec. 31, 2013 | Jul. 12, 2008 |
Adoption of the 2008 Stock Option Stock Issuance Plan | ' | ' |
The Plan authorizes the issuance of shares of the Company's common stock for grants of shares or the exercise of stock options granted under the Plan | ' | 3,000,000 |
Shares were issued under this plan per the terms of the Seventh Amendment of the Investment Agreement with DMRJ Group | 150,000 | ' |
Recovered_Sheet1
Mineral properties and leases are as follows (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Mineral properties and leases are as follows | ' | ' |
Initial Lease Fee. | $175,000 | $175,000 |
Asset retirement obligation. | 30,908 | 30,908 |
Total. | 205,908 | 205,908 |
Initial Lease Fee, | 602,735 | 602,735 |
Asset retirement obligation, | 26,913 | 26,913 |
Total, | 629,648 | 629,648 |
Total Mineral Properties and Leases. | $835,556 | $835,556 |
Recovered_Sheet2
Mineral Properties And Leases Operating Interests Letter of Intent (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Mineral Properties And Leases Operating Interests Letter of Intent | ' |
Percentage of Interest agreed to be acquired by Shoshone in mineral properties located in Tooele County, Utah | 50.00% |
Non refundable deposit received to provide $10 million 120 day exclusive right by Shoshone | $100,000 |
Additional deposit received to extend the agreement to joint venture the property | 100,000 |
Amount Recognized as gain on termination of joint venture agreement during Sept, 2012 | $200,000 |
Mineral_Properties_And_Leases_1
Mineral Properties And Leases Operating Interests (Details) (USD $) | Dec. 31, 2013 |
Mineral Properties And Leases Operating Interests | ' |
Number of unpatented mining claims | 246 |
Number of patented mining claims | 42 |
Number of claims requiring annual lease fees | 246 |
Annual claim fees plus administrative fees per claim | $140 |
Mineral_Properties_And_Leases_2
Mineral Properties And Leases Exploration Expenditures (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Mineral Properties And Leases Exploration Expenditures | ' | ' |
Assaying | $2,156 | $13,791 |
Geological consulting fees/Permitting | 73,403 | 265,793 |
Maps and miscellaneous | 4,200 | 1,777 |
Total Exploration | $79,759 | $281,361 |
The_following_is_a_summary_of_
The following is a summary of property, equipment, and accumulated depreciation (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
The following is a summary of property, equipment, and accumulated depreciation | ' | ' |
Equipment | $418,298 | $410,949 |
Furniture and fixtures | 4,268 | 4,268 |
Vehicles | 23,516 | 23,516 |
Total Property and Equipment Expenditures | 446,082 | 438,733 |
Less accumulated depreciation | -218,101 | -153,395 |
Total Property and Equipment Expenditures net | $227,981 | $285,338 |
Depreciation_and_amortization_
Depreciation and amortization expense (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Depreciation and amortization expense | ' | ' |
Depreciation and amortization expense for the years | $64,706 | $68,419 |
Shares_redeemed_for_cash_gener
Shares redeemed for cash generated from the sale of gold (Details) (USD $) | Dec. 31, 2012 | Sep. 30, 2012 |
Shares redeemed for cash generated from the sale of gold | ' | ' |
An equity financing was initiated in September 2012 for the sale of shares of our common stock | ' | 1,150,000 |
Shares of the Company's common stock issued under the terms of this offering | 130,000 | ' |
Proceeds of common stock issued under the terms of this offering | $130,000 | ' |
Percentage of theproceeds of gold produced during the first year of production will be allocated to fund this option | 5.00% | ' |
Base price per ounce used for conversion | $1,000 | ' |
COMMITMENTS_Mining_Properties_
COMMITMENTS Mining Properties (Details) (USD $) | 12 Months Ended |
Dec. 31, 2009 | |
Commitments Mining Properties | ' |
Number of restricted common stock shares received by Moeller Family Trust | 250,000 |
Annual payments required to the Trust | $50,000 |
Percentage of required to pay of net smelter royalty | 6.00% |
Percentage of net smelter royalty on gold and silver minimum | 2.00% |
Percentage of net smelter royalty on gold and silver maximum | 15.00% |
Percentage of required to pay of net smelter royalty on base metals | 0.04 |
Annual payments to Clifton Mining per each of the three locations | 50,000 |
Partial payment to the Cane springs property | $10,000 |
Commitments_Clifton_Mining_Det
Commitments Clifton Mining (Details) (USD $) | Sep. 01, 2009 |
Commitments Clifton Mining | ' |
Value of reclamation contract and cash surety deposit | $42,802 |
Value of right to repurchase of shares by the company | 48,000 |
Value of the option to put the shares to the company | $48,000 |
Number of shares recordes as a derivative liability | 60,824 |
COMMITMENTS_Employment_Agreeme
COMMITMENTS Employment Agreements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2010 |
Commitments Employment Agreements | ' | ' | ' |
Base salary or fees to CEO and President | ' | ' | $120,000 |
Amount owed by the company to the CEO as accrued compensation | 332,000 | 332,000 | ' |
Amount owed by the company to the CEO as accrued consulting payable | $70,000 | $60,000 | ' |
CONVERTIBLE_DEBT_Promissoy_Not
CONVERTIBLE DEBT Promissoy Notes (Details) (USD $) | Nov. 18, 2009 |
Convertible Debt Promissoy Notes | ' |
Convertible promissoy notes to two minority shareholders | $600,000 |
Interest rate of convertible promissoy notes | 15.00% |
Monthly interest payable | $7,500 |
Conversion price per share | $1.50 |
Reduced conversion price | $0.70 |
Convertible common stock shares | 857,143 |
Convertible_Debt_Agreement_Det
Convertible Debt Agreement (Details) (USD $) | Dec. 31, 2013 |
Convertible Debt Agreement | ' |
Number of shares issued to two convertible debt holders to settle accrued interest for the year 2012 | 64,284 |
Additional shares of common stock issued to the debt holders | 300,000 |
Stock was valued at per share value | $1 |
Derivative_Liabilities_OutStan
Derivative Liabilities OutStanding Derivative Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Liabilities OutStanding Derivative Instruments | ' | ' |
The fair value of outstanding derivative instruments not designed as hedging instruments | $170,813 | $140,798 |
Change in fair value of derivative instruments | $30,015 | ' |
Derivative_Liability_Fair_Valu
Derivative Liability Fair Value (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Liability Fair Value | ' | ' |
Conversion Option Number Of Shares | 465,549 | 437,227 |
Conversion Option Volatility | 53.50% | 80.91% |
Conversion Option risk free rate | 0.13% | 0.04% |
Conversion Option Stock Price | $1 | $1 |
Conversion Option Expected life in years | 2 | 0.18 |
DMRJ_Group_Funding_2010_Activi
DMRJ Group Funding 2010 Activity (Details) (USD $) | Jul. 14, 2010 |
DMRJ Group Funding 2010 Activity | ' |
DMRJ Group committed to loan the Company pursuant to certain terms and conditions as evidenced by a promissory note | $6,500,000 |
The maximum amounts allocable to the Yellow Hammer project | 2,500,000 |
The maximum amounts allocable to the Kiewit project | 2,750,000 |
Each principal advance amount bears interest at a rate per annum from the date of borrowing | 15.00% |
An additional amount equal to a percent of the principal and interest amount being repaid. | 20.00% |
The Company issued shares of its Series A Preferred Stock to DMRJ Group in connection with the agreement | 958,033 |
Value of shares of Series A Preferred Stock issued to DMRJ Group in connection with the agreement | 958 |
Per share value of shares of Series A Preferred Stock issued to DMRJ Group | $0.00 |
The Company recorded a discount to the loan proceeds in the amount | 669,644 |
Company recorded a discount based on the stock price | $0.70 |
DMRJ_Group_Funding_Forbearance
DMRJ Group Funding Forbearance Agreement (Details) (USD $) | Jun. 29, 2012 |
DMRJ Group Funding Forbearance Agreement | ' |
Recorded the fair value of for the embedded onversion option liability associated. | $108,279 |
Number of preferred stock shares series A 2 exchanged | 80,000 |
Amount of repayment obligation of previous loan from DMRJ Group | 4,495,000 |
Number of preferred stock shares series A 2 issued to DMRJ Group | 80,000 |
Value of preferred stock shares series A 2 | $920,000 |
Convertible common stock shares,. | 800,000 |
Recent sales price of common stock | $1.15 |
The interest rate on the loan increased | 24.00% |
A_summary_of_DMRJ_Grouprelated
A summary of DMRJ Group-related amounts is as follows (Details) (USD $) | Dec. 31, 2013 |
A summary of DMRJ Group-related amounts is as follows: | ' |
Yellow Hammer, total per 4th Amendment | $3,529,412 |
Term loan advances | 1,000,000 |
20% accrued repayment obligation | 235,294 |
15% accrued prepaid interest obligation | 176,471 |
Balance at December 31, 2011 | 4,941,177 |
Accrued interest converted to principal with 5th amendment | 885,521 |
October 2012 term loan advance | 50,000 |
Balance at December 31, 2012 | 5,876,698 |
2013 draws | 350,000 |
Miscellaneous adjustment | 37,794 |
Balance at December 31, 2013 | 6,264,492 |
Accrued interest on note payable at December 31, 2013 | $1,781,027 |
A_reconciliation_of_the_tax_be
A reconciliation of the tax benefit using the Company's statutory income tax rate is as follows (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
A reconciliation of the tax benefit using the Company's statutory income tax rate is as follows: | ' | ' |
Company's statutory income tax rate | 34.00% | 34.00% |
Federal income tax benefit based on statutory rate | ($938,200) | ($1,114,700) |
Effect of non-deductible items | 200 | -300 |
Increase in valuation allowance | 938,000 | 1,115,000 |
Total taxes on income (loss) | $0 | $0 |
Significant_components_of_the_
Significant components of the deferred tax assets are as follows (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Significant components of the deferred tax assets are as follows | ' | ' |
Net operating loss carry forward | $3,734,000 | $2,860,000 |
Exploration costs, | 447,000 | 397,000 |
Non-deductible finance-related costs | 885,000 | 875,000 |
Other tax assets | 4,000 | 0 |
Gross deferred tax asset | 5,070,000 | 4,132,000 |
Deferred tax asset valuation allowance | -5,070,000 | -4,132,000 |
Net deferred tax asset | $0 | $0 |
Changes_in_the_reclamation_lia1
Changes in the reclamation liability for the years as follows (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in the reclamation liability for the years as follows | ' | ' |
Reclamation and remediation liability, beginning of year | $63,584 | $57,502 |
Obligation incurred | 0 | 0 |
Increase in present value of liability due to additional payments | 0 | 319 |
Accretion expense | 6,336 | 5,763 |
Reclamation and remediation liability, end of year | $69,920 | $63,584 |
Present value of the asset retirement obligation calculated using the credit adjusted risk free interest rate | 10.00% | 10.00% |
Projected mine lives | '5 to 12 years | '5 to 12 years |
Related_party_payments_Details
Related party payments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related party payments | ' | ' |
Company recognized rent expense for office rent to Robert Jorgensen | ' | $6,000 |
Amount paid to Jorgensen as rent expense | ' | 4,000 |
Amount accrued to Jorgensen as rent expense | ' | 2,000 |
Company recognized rent expense for rental of office space and a vehicle to be paid to RMH Overhead, LLC | 10,200 | 10,200 |
Amount paid to Havenstrite as rent expense | 0 | 7,650 |
Company recognized wage expense in the amount of for office and accounting services performed by Marianne Havenstrite | 24,000 | ' |
Accrued wage expense in the amount of for office and accounting services performed by Marianne Havenstrite | 24,000 | ' |
Company paid for office and accounting services performed by family members of Mr. Havenstrite. | 39,573 | ' |
Company recognized exploration expense for geological services provided by Stuart Havenstrite | 3,900 | 23,296 |
The unpaid amounts are reflected in accounts payable for geological services | $3,900 | $11,271 |
Investment_Agreement_Ninth_Ame
Investment Agreement Ninth Amendment (Details) (USD $) | Oct. 24, 2013 |
Investment Agreement Ninth Amendment | ' |
The Ninth Amendment provided for the Company to receive additional funds in four advances of each | $25,000 |
The advances could be drawn for four successive calendar months commencing in October 2013 in the aggregate principal amount | $100,000 |
The interest rate on these advances remains at a rate per month | 2.00% |
Investment_Agreement_Tenth_Ame
Investment Agreement Tenth Amendment (Details) (USD $) | Feb. 19, 2014 |
Investment Agreement Tenth Amendment | ' |
The Tenth Amendment provides for funding of mining operations through a series of Monthly Term Loan Advances totaling a maximum | $5,700,000 |
The interest rate on the loan balance before reduction | 24.00% |
The interest rate on the loan balance after reduction | 15.00% |
The first Monthly Term Loan was used in part to fund the posting of the reclamation bond associated with the Kiewit Project Large Mining Permit | $2,000,000 |
Issue_of_Shares_to_holders_of_
Issue of Shares to holders of the convertible debt (Details) | Mar. 31, 2014 |
Issue of Shares to holders of the convertible debt | ' |
The two note holders were issued shares of stock each to settle accrued interest for the quarter | 16,071 |