Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 28, 2018 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | Desert Hawk Gold Corp. | ||
Entity Central Index Key | 1,168,081 | ||
Trading Symbol | DHGC | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Public Float | $ 5,593,431 | ||
Entity Common Stock, Shares Outstanding | 20,581,603 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 657,944 | $ 132,509 |
Inventories, current (Note 4) | 142,921 | 953,984 |
Prepaid expenses and other current assets | 132,747 | 45,752 |
Total Current Assets | 933,612 | 1,132,245 |
INVENTORIES, non-current, (Note 4) | 2,951,011 | 1,599,823 |
PROPERTY AND EQUIPMENT, net (Note 5) | 4,039,887 | 4,584,394 |
MINERAL PROPERTIES AND INTERESTS, net (Note 6) | 1,096,482 | 1,314,006 |
RECLAMATION BONDS (Note 6) | 752,754 | 1,418,070 |
TOTAL ASSETS | 9,773,746 | 10,048,538 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 744,943 | 754,064 |
Accrued liabilities - officer and other wages (Note 14) | 495,808 | 308,885 |
Interest payable (Note 7) | 192,842 | 97,500 |
Interest payable - related party (Note 10) | 7,239,610 | 5,230,779 |
Short-term notes payable - related party (Note 13) | 34,500 | |
Convertible debt - related parties (Note 7) | 850,000 | 600,000 |
Obligation under capital lease - related party, current portion (Note 8) | 120,461 | |
Notes payable - equipment, current portion (Note 9) | 813,818 | 803,388 |
Note payable - related party (Note 10) | 14,610,492 | 13,040,492 |
Total Current Liabilities | 25,102,474 | 20,835,108 |
LONG-TERM LIABILITIES | ||
Asset retirement obligation (Note 11) | 974,109 | 901,597 |
Obligation under capital lease - related party (Note 8) | 51,714 | |
Notes payable - equipment (Note 9) | 453,276 | 1,077,387 |
Total Long-Term Liabilities | 1,479,099 | 1,978,984 |
TOTAL LIABILITIES | 26,581,573 | 22,814,092 |
COMMITMENTS AND CONTINGENCIES (Notes 12, 13, 14, and 15) | ||
STOCKHOLDERS' (DEFICIT) (Note 3) | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 13,656,603 and 13,356,603 shares issued and outstanding, respectively | 13,528 | 13,228 |
Additional paid-in capital | 9,131,718 | 9,120,018 |
Accumulated deficit | (25,954,655) | (21,900,382) |
Total Stockholders' (Deficit) | (16,807,827) | (12,765,554) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | 9,773,746 | 10,048,538 |
Series A Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) (Note 3) | ||
Preferred Stock Value | 958 | 958 |
Series A-1 Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) (Note 3) | ||
Preferred Stock Value | ||
Series A-2 Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) (Note 3) | ||
Preferred Stock Value | 180 | 180 |
Series B Preferred Stock | ||
STOCKHOLDERS' (DEFICIT) (Note 3) | ||
Preferred Stock Value | $ 444 | $ 444 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,656,603 | 13,356,603 |
Common stock, shares outstanding | 13,656,603 | 13,356,603 |
Series A Preferred Stock | ||
Preferred stock, shares issued | 958,033 | 958,033 |
Preferred stock, shares outstanding | 958,033 | 958,033 |
Series A-1 Preferred Stock | ||
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series A-2 Preferred Stock | ||
Preferred stock, shares issued | 180,000 | 180,000 |
Preferred stock, shares outstanding | 180,000 | 180,000 |
Series B Preferred Stock | ||
Preferred stock, shares issued | 444,530 | 444,530 |
Preferred stock, shares outstanding | 444,530 | 444,530 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUE | ||
Concentrate sales | $ 1,278,726 | $ 3,275,457 |
EXPENSES | ||
General production costs | 1,620,841 | 2,662,228 |
Exploration expense | 18,640 | 14,078 |
Officers and directors fees | 180,000 | 180,000 |
Legal and professional | 57,640 | 63,184 |
General and administrative | 346,184 | 275,178 |
Abandonment of mineral property | 137,766 | |
Loss on exchange of equipment | 53,665 | 17,886 |
Loss on impairment of equipment | 147,214 | |
Depreciation and amortization | 576,000 | 583,467 |
Total expenses | 3,137,950 | 3,796,021 |
OPERATING LOSS | (1,859,224) | (520,564) |
OTHER INCOME (EXPENSE) | ||
Interest and other income | 8,726 | 2,065 |
Interest and financing expense | (194,944) | (978,189) |
Interest expense - related party | (2,008,831) | (1,855,127) |
Total other income (expense) | (2,195,049) | (2,831,251) |
LOSS BEFORE INCOME TAXES | (4,054,273) | (3,351,815) |
INCOME TAXES | ||
NET LOSS | $ (4,054,273) | $ (3,351,815) |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.30) | $ (0.26) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED | 13,432,219 | 13,079,617 |
Statements of Stockholders' (De
Statements of Stockholders' (Deficit) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2014 | $ (10,205,445) | $ 1,388 | $ 12,928 | $ 8,328,806 | $ (18,548,567) |
Balance, Shares at Dec. 31, 2014 | 1,387,636 | 13,056,603 | |||
Common stock issued in connection with extension of convertible debt (Note 3) | 12,000 | $ 300 | 11,700 | ||
Common stock issued in connection with extension of convertible debt, shares (Note 3) | 300,000 | ||||
Preferred stock issued in connection with amendment to note payable - related party (Note 3) | 740,776 | $ 185 | 740,591 | ||
Preferred stock issued in connection with amendment to note payable - related party, shares (Note 3) | 185,194 | ||||
Preferred stock issued in connection with anti-dilution provisions (Note 3) | 38,930 | $ 9 | 38,921 | ||
Preferred stock issued in connection with anti-dilution provisions, shares (Note 3) | 9,733 | ||||
Net loss for the year | (3,351,815) | (3,351,815) | |||
Balance at Dec. 31, 2015 | (12,765,554) | $ 1,582 | $ 13,228 | 9,120,018 | (21,900,382) |
Balance, Shares at Dec. 31, 2015 | 1,582,563 | 13,356,603 | |||
Common stock issued in connection with extension of convertible debt (Note 3) | 12,000 | $ 300 | 11,700 | ||
Common stock issued in connection with extension of convertible debt, shares (Note 3) | 300,000 | ||||
Net loss for the year | (4,054,273) | (4,054,273) | |||
Balance at Dec. 31, 2016 | $ (16,807,827) | $ 1,582 | $ 13,528 | $ 9,131,718 | $ (25,954,655) |
Balance, Shares at Dec. 31, 2016 | 1,582,563 | 13,356,603 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,054,273) | $ (3,351,815) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 576,000 | 583,467 |
Common stock issued for financing expense | 12,000 | 12,000 |
Preferred stock issued for financing expense | 779,706 | |
Accretion of asset retirement obligation | 72,512 | 59,778 |
Loss on common stock redeemed with gold proceeds | 12,798 | |
Abandonment of mineral property | 137,766 | |
Loss on exchange of equipment | 53,665 | |
Loss on impairment of equipment | 147,214 | |
Changes in operating assets and liabilities: | ||
Inventories | (540,125) | (596,189) |
Prepaid expenses and other current assets | (86,995) | 97,073 |
Accounts payable and accrued expenses | 26,879 | (60,526) |
Accrued liabilities - officer and other wages | 186,923 | 61,385 |
Interest payable | 95,342 | 90,000 |
Interest payable - related party | 2,008,831 | 1,855,127 |
Net cash (used) by operating activities | (1,364,261) | (457,196) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to property and equipment | (51,696) | (374,165) |
Additions to reclamation bonds | (682,684) | (5,266) |
Refund of reclamation bonds | 1,348,000 | |
Net cash provided (used) by investing activities | 613,620 | (379,431) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short-term notes payable - related parties | 89,500 | |
Proceeds from convertible debt | 250,000 | |
Proceeds from note payable - related party | 2,470,000 | 1,251,000 |
Payment of note payable - related party | (900,000) | |
Payment of short term notes payable - related parties | (55,000) | |
Payment of notes payable - equipment | (563,981) | (443,509) |
Payment of obligation under capital lease - related party | (14,443) | |
Net cash provided by financing activities | 1,276,076 | 807,491 |
NET INCREASE (DECREASE) IN CASH | 525,435 | (29,136) |
CASH, BEGINNING OF YEAR | 132,509 | 161,645 |
CASH, END OF YEAR | 657,944 | 132,509 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest, net of amount capitalized | 104,944 | 87,384 |
Noncash investing and financing activities: | ||
Equipment acquired with notes payable - equipment | 28,992 | 1,655,349 |
Equipment acquired with obligation under capital lease | 186,618 | |
Account payable paid with note payable - equipment | 150,376 | |
Gold loan payable converted to accounts payable | 94,798 | |
Accounts payable paid with exchange of equipment | 36,000 | |
Equipment note revised through repossession of equipment | $ 78,692 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Description of Business [Abstract] | |
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. On June 30, 2014, the Company dissolved its sole subsidiary, Blue Fin Capital, Inc. As a result, the Company has no subsidiaries. The Company never successfully generated any revenue and eventually abandoned the mining business, remaining dormant until it recommenced its mining activities on May 1, 2009. During the year ended December 31, 2009, the Company entered into Joint Venture Agreements with the Clifton Mining Company, the Woodman Mining Company and the Moeller Family Trust for the lease of certain of their property interests in the Gold Hill Mining District of Utah. In 2011, the Company entered into an agreement with DMRJ Group, (a Platinum Partners related entity), which allowed for long term funding of the Kiewit project and helped to provide cash flow for operations during the period from 2009 until 2014 while the permitting process was ongoing. The final permit needed to begin development of the Kiewit property was received in January 2014 and development began in February 2014. Construction at the site was substantially complete at September 30, 2014. Revenue from the heap leach operation began in October 2014 with the first sales of gold concentrate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
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. Accounting Method The Company’s 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 Equity-Based Payments to Non-Employees 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 gold ounces in inventories, the recoverability of the cost of mining claims, asset retirement obligation, stock-based compensation, determination of the fair value of common stock issued, deferred tax assets and related valuation allowances. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to conform prior periods’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ deficit, and cash flows previously reported. 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. Inventories The recovery of gold from certain oxide ores is achieved through the heap leaching process. Under this method, mineralized material is placed on a leach pad where it is treated with a chemical solution, which dissolves the gold contained in the material. The resulting “pregnant” solution is further processed in a plant where gold is recovered. The Company records ore on leach pad, ore in carbon column in process and gold doré, at average production cost per gold ounce, less provisions required to reduce inventory to net realizable value. Production costs include the cost of mineralized material processed; direct and indirect materials and consumables; direct labor; repairs and maintenance; utilities; amortization of property, equipment, and mineral properties; and mine administrative expenses. Revenue from the sale of silver is accounted for as by-product and is deducted from production costs. Costs are removed from ore on leach pads as ounces are recovered based on the average cost per recoverable ounce of gold on the leach pad. Estimates of recoverable gold on the leach pad are calculated from the quantities of material placed on the leach pad (measured tons added to the leach pad), the grade of material placed on the leach pad (based on assay data) and an estimated recovery percentage (based on ore type). The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, actual gold ounces recovered are regularly monitored and estimates are refined based on actual results over time. As of December 31, 2016, the Company had a limited operating history and actual results only over a short period of time. Due to this, estimates of recoverable gold are based primarily on initial tests with only limited refinements. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. The ultimate recovery of gold from a leach pad will not be known until the leaching process is concluded. The quantification of material inventory on the leach pad is based on estimates of the quantities of gold at each balance sheet date that the Company expects to recover during the next 12 to 18 months. See note 4. 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 that extend the useful life of the property and equipment 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 5. Mineral Properties and Leases The Company capitalizes costs for acquiring mineral properties and ongoing mineral lease payments and expenses costs to maintain mineral rights. Upon reaching the production stage, the capitalized costs are 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. Mine property costs include the building of infrastructure of the processing facility including the heap leach pad and the carbon in column process plant along with water wells, roads and fencing. These costs are capitalized until ready for their intended use at which time they are amortized using the units of production method based on projected units of production which approximates the estimated life of the facility. Additionally, interest is capitalized to mine development until such assets are ready for their intended use. The Company does not have proven and probable reserves at this time. See Note 6. Mineral Exploration and Development Costs The Company accounts for mineral exploration and development costs in accordance with ASC Topic 930 Extractive Activities - Mining Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC Topic 740- Income 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, 2016 or 2015. 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, 2016 and December 31, 2015, common stock equivalents outstanding are as follows: December 31, December 31, Convertible debt 1,878,511 996,429 Convertible preferred stock 47,211,002 47,211,002 Total 49,089,513 48,207,431 However, the diluted earnings per share are not presented because its effect would be anti-dilutive. Revenue Recognition 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 is 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. Financial Instruments The Company's financial instruments include cash, reclamation bonds, short-term note payable, notes payable – equipment, obligation under capital lease – related party, notes payable – related party, 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, 2016 and December 31, 2015. Fair Value Measurements The Company discloses the following information for each class of assets and liabilities that are measured at fair value: 1. the fair value measurement; 2. the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); 3. for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: a. total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations; b. the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported; c. purchases, sales, issuances, and settlements (net); and d. transfers into and/or out of Level 3. 4. the amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and 5. in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period. Going Concern As shown in the accompanying financial statements, the Company had an accumulated deficit incurred through December 31, 2016, which raises substantial doubt about the Company’s ability to continue as a going concern. In addition, current liabilities exceed current assets by $24,168,862 at December 31, 2016. As discussed in Note 10, if the Company is unable to repay the outstanding amount due to DMRJ Group, DMRJ Group could foreclose on its security interest and would take control of or liquidate the Company’s mining leases and other assets. 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. See Note 15 - Subsequent Events. Although production has begun, it has not yet reached optimum levels. The timing and amount of capital requirements will depend on a number of factors, including demand for products, metals market pricing, 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 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. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 and 2015-14 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall with various SEC Staff Accounting Bulletins providing interpretive guidance. The guidance establishes a new five step principle-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. ASU No. 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2017. We are in the process of evaluating this guidance and our method of adoption. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. The update provides for inventory to be measured at the lower of cost and net realizable value and is effective for the fiscal years beginning after December 15, 2016. This update should not have a material impact on the financial statements when implemented. In November 2015, the FASB issued ASU No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The update is designed to reduce complexity of reporting deferred income tax liabilities and assets into current and non-current amounts in a statement of financial position. The FASB has proposed the presentation of deferred income taxes, changes to deferred tax liabilities and assets be classified as non-current in the statement of financial position. The update is effective for fiscal years beginning after December 15, 2016. ASU No. 2015-17 is not expected to have a material impact on our financial statements. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this update on the financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock [Abstract] | |
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. 2016 Activity The Company failed to repay the convertible debt loan in full on the November 30, 2016 maturity date. Under the terms of debt agreements (See Note 7), the Company issued a total of 300,000 shares of common stock to the note holders on December 2, 2016. This issuance was valued at an estimated $0.04 per share ($12,000) which was determined by management to be the fair value of a share of common stock based upon a third-party valuation performed in 2014. The issuance was accounted for as financing expense. In addition, the number of shares allocated for issuance upon conversion of notes are 1,878,511 shares. 2015 Activity The Company failed to repay the convertible debt loan in full on the November 30, 2015 maturity date. Under the terms of debt agreements, the Company issued a total of 300,000 shares of common stock to the note holders. This issuance was valued at an estimated $0.04 per share ($12,000) which was determined by management to be the fair value of a share of common stock based upon a third-party valuation performed in 2014. The issuance was accounted for as financing expense. See Note 7. Preferred Stock The Company's Articles of Incorporation authorize 10,000,000 shares of $0.001 par value Preferred Stock available for issuance with such rights and preferences, including liquidation, dividend, conversion, and voting rights, as the Board of Directors may determine. Series A Each share of Series A Preferred Stock is convertible into shares of the Company’s common stock at the rate of one common share for each preferred share converted, subject to adjustment in the event the Company effects a reverse or forward split of its outstanding shares or a reclassification of its common stock. At December 31, 2016 and 2015, 958,033 shares of Series A Preferred Stock are issued and outstanding. These shares can be converted into 958,033 shares of common stock. The Company has the right to mandate conversion if its stock has traded on the OTC Bulletin Board or on an exchange at a volume weighted average price per share of not less than $1.40 for each day over a period of 30 consecutive days with average trading volume per day of not less than 50,000 shares. The conversion ratio of the Series A Preferred Stock is determined according to a formula computed by dividing the stated value of the preferred stock, which is designated as $0.70 per share, by the conversion price of the preferred stock, which is $0.70 per share, subject to the following limitations and conditions: ● If the Company issues or sells shares of its common stock, or grants options or other convertible securities which are exercisable or convertible into its common shares, at prices less than the conversion price of its Series A shares, then the conversion price of the Series A shares will be reduced to this lower sale or conversion price. ● The Series A 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. The Series A shares have the following rights and preferences: ● The holders of the Series A shares are entitled to any dividends declared by the Company. ● In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or a change of control transaction or the sale or lease of all or substantially all of the Company’s assets without the majority consent of the holders of the Series A shares, the holders of the Series A shares will be entitled to receive ratably an amount of the funds available for liquidation equal to the issue price of the Series A shares plus any accrued and unpaid dividends. Any remaining funds available for distribution will be distributed pro rata among the holders of the common stock and the Series A shares assuming conversion of the Series A shares. ● The holders of the Series A shares are entitled to the number of votes equal to the number of whole shares of common stock into which the Series A shares are convertible. The Series A shares vote together with the holders of the common stock, except as provided by law. In addition, so long as the principal or accrued interest on any DMRJ Group loan is outstanding, the Company is prohibited from taking the certain corporate actions without the separate consent of persons owning a majority of the Series A preferred shares ● The Company has the right to create and issue additional classes or series of preferred shares so long as the new class or series does not have preferences, limitations, or relative rights which are superior or senior to the preferences, limitations and relative rights granted the holders of the Series A shares. ● The holders of the Series A shares have preemptive rights to purchase shares of common stock in any offering by the Company. ● There are no redemption or sinking fund provisions applicable to the Series A shares. Series A-1 and A-2 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. At December 31, 2016 and 2015, there are no shares of Series A-1 Preferred Stock outstanding and 180,000 shares of Series A-2 Preferred Stock outstanding. The Series A-2 Preferred Stock outstanding can be converted into 1,800,000 shares of common stock. The Series A-1 and A-2 shares have the following additional rights and preferences: ● The holders of the Series A-1 and A-2 shares have no preference as to any dividends declared by the Company. ● In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or a change of control transaction or the sale or lease of all or substantially all of the Company’s assets without the majority consent of the holders of the Series A-1 and A-2 shares, the holders of the Series A shares will be entitled to receive ratably an amount of the funds available for liquidation equal to the issue price of the Series A shares plus any accrued and unpaid dividends. Any remaining funds available for distribution will be distributed pro rata among the holders of the common stock and the Series A, A-1 and A-2. ● The holders of the Series A-1 and A-2 shares are entitled to the number of votes equal to the number of whole shares of common stock into which the Series A-1 or A-2 shares are convertible. The Series A-1 and A-2 shares vote together with the holders of the common stock, except as provided by law. In addition, the Company is prohibited from taking the certain actions without the separate consent of persons owning a majority of the Series A-1 and A-2 preferred shares. ● The holders of record of the Series A-1 and Series A-2 shares, voting together as a single class, have the right to elect two directors of the Board, to remove any such directors elected by them and to fill any vacancy caused by the death, resignation or removal of such directors. ● The conversion prices of the Series A-1 and Series A-2 shares are subject to the following limitations and conditions: o If the Company issues or sells shares of its common stock, or grants options or other convertible securities which are exercisable or convertible into the Company’s common shares, at prices less than the conversion price of our Series A- 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 sale or conversion price. o 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. ● The holders of the Series A-1 and A-2 shares have preemptive rights to purchase shares of the Company’s common stock in any offering by the Company. ● There are no redemption or sinking fund provisions applicable to the Series A-1 or A-2 shares. Series B Each share of Series B Preferred Stock is convertible at the option of the holder at any time into that number of shares of common stock equal to 100 shares of common stock. At December 31, 2016 and 2015, there are 444,530 shares of Series B Preferred Stock outstanding. These shares can be converted into 44,452,969 shares of common stock. The Certificate of Designations for the Series B Preferred Stock allows for the issuance of additional shares of Series B Preferred Stock in the event the Company issues any common or preferred stock, which would keep the holder’s beneficial ownership of the Company the same as it was prior to the issuance. The Series B shares have the following additional rights and preferences: ● The holders of the Series B shares have rights to any dividends declared by us on an as converted basis. ● In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary the available assets of the Company shall be distributed subject to the following priority: o First, the holders of each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock then outstanding shall receive out of the available assets and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any available assets on any junior securities, an amount per share equal to the Series A, A-1, A-2 and B liquidation preferences. If upon any liquidation, such available assets shall be insufficient to permit the holders of the Series A, A-1, A-2, and B Preferred Stock to receive their full liquidation preference, then such available assets shall be distributed ratably among the preferred holders in proportion to their full liquidation preference each holder is otherwise entitled to receive. o After distribution to the preferred holders of their full liquidation preference, the remaining available assets, if any, shall be distributed ratably among the preferred holders and Common Stock, based on the number of shares of Common Stock held (or deemed held) by each holder assuming all preferred shares had been converted into shares of Common Stock immediately prior to such liquidation. ● The holders of the Series B shares are entitled to the number of votes equal to the number of whole shares of common stock into which the Series B shares are convertible. The Series B shares vote together with the holders of the Common Stock, except as provided by law. ● The conversion price of the Series B preferred stock is subject to the following limitations and conditions: o If we issue or sell shares of our common stock, implement a stock split, or declare a dividend, then the conversion price of the Series B shares will be adjusted. o The conversion price of the Series B shares will be adjusted in the event of a reclassification, exchange, substitution, merger, or consolidation. ● We have the right to create and issue additional classes or series of preferred shares so long as the new class or series does not have preferences, limitations, or relative rights which are superior or senior to the preferences, limitations and relative rights granted the holders of the Series B shares. ● The Series B shares also have anti-dilution protection in the case of issuance of any additional shares of common stock or common stock equivalents. DMRJ Group has agreed to waive this anti-dilution clause for the shares issued to the convertible debt holders on December 2, 2016. In addition, DMRJ Group has agreed to waive its senior secured status on all debt owned by the convertible debt holders. 2016 Activity No shares of preferred stock were issued during 2016. Due to provisions in the notes issued to the convertible debt holders in 2016, the anti-dilution clause for DMRJ Group was waived for the 300,000 shares of common stock issued to note holders of convertible debt on December 2, 2016 (see above), and the Company did not issue shares of Series B Preferred Stock to DMRJ Group. As a result of this issuance and the 1,878,511 shares allocated to satisfy the conversion feature of the convertible debt, the current 77% beneficial ownership of the Company by DMRJ Group is reduced to 75% (on a fully diluted basis), with total preferred shares convertible into 47,211,002 shares of common stock. 2015 Activity On August 31, 2015, as part of the Thirteenth Amendment to the Investment Agreement with DMRJ Group (see Note 10), the Company issued 185,194 shares of Series B Preferred Stock to DMRJ Group. The issuance of these shares was determined to meet the requirements of a substantial modification and thus was accounted for using debt extinguishment accounting guidelines. During the year ended December 31, 2015, financing expense of $740,776 was recorded in association with this share issuance, using an estimated fair value of the equivalent shares of $0.04. As a result of this issuance, DMRJ Group beneficially owned approximately 77% of the Company (on a fully-diluted basis). DMRJ Group is considered a related party. In connection with the 300,000 shares of common stock issued to note holders of convertible debt (see above), the Company issued 9,733 shares of Series B Preferred Stock to satisfy the anti-dilution provisions associated with Series B Preferred Stock. During the year ended December 31, 2015, financing expense in the amount of $38,930 was recorded in association with this share issuance, using an estimated fair value of the equivalent shares of $0.04. This issuance maintains the current 77% beneficial ownership of the Company by DMRJ Group, with total preferred shares convertible into 47,211,002 shares of common stock. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES The following table provides the components of inventories: December 31, 2016 2015 Ore on leach pad $ 3,051,766 $ 2,404,657 Carbon column in process 31,214 144,512 Dore finished goods 10,952 4,638 Total 3,093,932 2,553,807 Less: current portion (142,921 ) (953,984 ) Non-current inventories $ 2,951,011 $ 1,599,823 Inventories are valued at the lower of average cost or net realizable value, which at December 31, 2016 and 2015 is average cost. Current portion of inventory represents the number of shares sold in the next year, valued at the average cost from December 31 of the reported year. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT The following is a summary of property, equipment, and accumulated depreciation at December 31, 2016 and December 31, 2015: December 31, 2016 2015 Equipment $ 3,046,803 $ 3,154,755 Furniture and fixtures 6,981 10,781 Electronic and computerized equipment 52,874 52,874 Vehicles 67,115 56,830 3,173,773 3,275,240 Less accumulated depreciation (1,144,108 ) (768,072 ) 2,029,665 2,507,168 Kiewit property facilities 2,497,436 2,451,973 Less accumulated amortization (487,214 ) (374,747 ) 2,010,222 2,077,226 Total $ 4,039,887 $ 4,584,394 In November 2016, five pieces of mining equipment financed by CAT Financial were returned to CAT. See Note 9. |
Mineral Properties, Interests a
Mineral Properties, Interests and Reclamation Bonds | 12 Months Ended |
Dec. 31, 2016 | |
Mineral Properties, Interests and Reclamation Bonds [Abstract] | |
MINERAL PROPERTIES, INTERESTS AND RECLAMATION BONDS | NOTE 6 – MINERAL PROPERTIES, INTERESTS AND RECLAMATION BONDS Mineral properties and interests as of December 31, 2016 and December 31, 2015 are as follows: December 31, 2016 2015 Initial lease fee Yellow Hammer Site $ -0- $ 175,000 Kiewit, Cactus Mill and all other sites 600,000 600,000 600,000 775,000 Asset retirement costs Kiewit Site 789,026 789,026 Kiewit Exploration 10,780 10,780 Cactus Mill 16,133 16,133 815,939 815,939 1,415,939 1,590,939 Accumulated amortization (319,457 ) (276,933 ) Total $ 1,096,482 $ 1,314,006 The Company holds operating interests within the Gold Hill Mining District in Tooele County, Utah, consisting of 247 unpatented claims, including the unpatented mill site claim, and two Utah state mineral leases located on state trust lands. Annual claims fees are currently $155 per claim plus administrative fees. On January 6, 2014, the Company obtained the final permit necessary to commence construction of the heap leach pad and process facility. On February 20, 2014, the Kiewit reclamation bond in the amount of $1,348,000 was posted with the State of Utah, Division of Oil, Gas and Mining (DOGM). This bond amount included bonding for the Yellow Hammer Small Mine and the Yellow Hammer Exploration sites along with the Herat Exploration site. As such, the asset retirement obligation for these sites was absorbed by the new bond. Funds of $92,705 were received in April 2014 by the Company for these refunded reclamation bonds. On July 7, 2016, the Company replaced the $1,348,000 cash reclamation bond with a surety bond in the same amount. A condition of the surety bond was the deposit of 50% of the bond amount ($674,000) into an escrow account with the bonding company. The surety bond carries an annual bonding fee of $40,400 which is expensed as a financing fee. Total reclamation bonds posted at December 31, 2016 and 2015 are $752,754 and $1,418,070, respectively, which consists of the above escrowed amount along with certificate of deposits held with the state of Utah for the remaining bonds on the property, including exploration bonds. 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 lease 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 property, the Clifton Shears-Smelter Tunnel property, and the Cane Springs property into commercial production within a three-year period, it will be required to make annual non-performance payments to Clifton Mining in the amount of $50,000 per location. In 2014, the Company had not begun commercial production and the payments due on July 24, 2014 were paid and accepted by Clifton Mining for the Clifton Shears and Kiewit properties. Non-performance payments for the Clifton Shears-Smelter Tunnel property were not made by the due dates in 2015 or 2016. The Cane Springs property non-performance payment was not made in 2013 and this claim was released back to Clifton Mining at that time. Production at the Kiewit property has since begun. Royalty expense of $75,838 and $194,033 was recognized during the years ended December 31, 2016 and 2015 with $3,354 unpaid to Clifton Mining Company at December 31, 2016. This amount was paid in 2017. A letter of default on the Clifton Shears properties dated September 19, 2016, was received by the Company with a 30-day period for curing the default. On October 17, 2016, past due royalties of $128,868 and the $50,000 non-performance payments for each of 2015 and 2016 on the Clifton Shears-Smelter Tunnel property were paid to Clifton Mining, who then acknowledged the cure of default. |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Debt [Abstract] | |
CONVERTIBLE DEBT | NOTE 7 – 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 are convertible at a rate of $0.70 per share. 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 Company failed to repay the loan in full on the November 30, 2012, 2013, 2014, 2015 and 2016 maturity dates, so the Company was required to issue an additional 300,000 shares of common stock to these debt holders in each of those years. In 2014, 2015 and 2016, the stock was valued at an estimated $0.04 (total $12,000) and was accounted for as financing expense. As part of this agreement, the due date of the note was extended each year and has now been extended to November 30, 2018. Interest was paid with shares of common stock through November 30, 2014 and is to be paid in cash thereafter. Interest has not been paid since November 2014 and accrued interest payable on these notes at December 31, 2016 and 2015 is $192,842 and $97,500, respectively. Per the terms of the notes, interest on these notes is not convertible to common stock. On October 14, 2016, the Company issued convertible promissory notes, convertible at $.25 per share, to its two convertible debt holders in the amount of $125,000 each (Senior Note), at 10% interest, due in full on September 30, 2018. Interest is payable on September 30, 2017 and is payable quarterly thereafter. Accrued interest payable on these notes at December 31, 2016 and 2015 is $5,342 and $0, respectively. Interest on these notes is convertible to common stock. As a part of this note, DMRJ Group and its related entity, Platinum Partners (Note 10), have agreed to subordinate to these debtholders DMRJ’s collateral interest in the Senior Note, the principal and accrued but unpaid interest on the existing convertible debt and the amounts due to the convertible debtholders under the provisions of the gold loan redemption program . In addition, the Company entered into a short-term loan with one of the convertible debt holders on September 29, 2016 in the amount of $50,000. This short-term loan was repaid in full to the investor, with no interest paid, on October 14, 2016. |
Obligation Under Capital Lease
Obligation Under Capital Lease - Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Obligation Under Capital Lease - Related Party [Abstract] | |
OBLIGATION UNDER CAPITAL LEASE - RELATED PARTY | NOTE 8 – OBLIGATION UNDER CAPITAL LEASE – RELATED PARTY A capital lease was entered into on June 20, 2016 with RMH Overhead, LLC for the purchase of mining and crushing equipment, some previously owned by the Company. RMH Overhead, LLC is an entity owned by the Company’s president, Rick Havenstrite. For the years ended December 31, 2016 and 2015, equipment includes assets under capital lease amounting to $172,175 and $0, respectively. The lease is being amortized over the estimated useful life of the equipment. Accumulated amortization at December 31, 2016 and 2015 was $13,258 and $0. At December 31, 2016, the estimated future minimum lease payments under the capital lease was as follows: Year ending December 31, 2017 $ 144,000 2018 54,000 Total 198,000 Less: Implied interest (25,825 ) Net present value 172,175 Less: Obligation under capital lease, current portion (120,461 ) Obligation under capital lease, long term $ 51,714 |
Notes Payable - Equipment
Notes Payable - Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable - Equipment [Abstract] | |
NOTES PAYABLE - EQUIPMENT | NOTE 9 – NOTES PAYABLE – EQUIPMENT The following is a summary of the equipment notes payable: December 31, December 31, Note payable to Komatsu Financial, collateralized by a Komatsu Telehandler lift, due in 48 monthly installments of $2,441 including interest at 4.99%. $ 73,203 $ 91,080 Note payable to Komatsu Financial, uncollateralized, due in 12 monthly installments of $3,223, beginning in April 2016, including interest at 1.16%. 9,668 38,674 Note payable to CAT Financial, collateralized by five pieces of used mining equipment due in 36 monthly installments of varying amounts including interest at 4.68%. The equipment has been returned to CAT. See Note below. 881,894 1,347,751 Note payable to HCE Funding, collateralized by a Perkins Elmer AA machine, due in one installment of $7,600 and 22 installments of $520, including interest at 5.00%. -0- 5,472 Note payable to Komatsu Financial, collateralized by a Komatsu D275 dozer, due in monthly installments of $11,674 including interest at 2.99%. 282,675 388,055 Note payable to Star Capital, LLC, collateralized by a 2009 Multiquip generator, due in 24 monthly installments of $1,412, beginning in March 2016, including interest at 11.4%. 19,654 -0- Note payable to Komatsu Financial, collateralized by a Komatsu PC400 Excavator, due in 24 monthly installments of $1,647 including interest. -0- 9,743 $ 1,267,094 $ 1,880,775 Current portion (813,818 ) (803,388 ) Long Term portion $ 453,276 $ 1,077,387 Principal payments are as follows: 2017 813,818 2018 436,459 2019 16,817 $ 1,267,094 In November 2016, five pieces of mining equipment financed by CAT Financial were returned to CAT. The equipment had an original cost of $1,500,888 and accumulated depreciation of $372,129, for an adjusted balance of $1,128,759. The note payable due to CAT at the time of disposition was $960,585. The CAT contract did not legally release the Company from liability in the case of a repossession thus an extinguishment has not occurred and the debt and assets were not derecognized. On July 31, 2017, a new agreement was made as disclosed in Note 15 – Subsequent Events. Four of the pieces of equipment will be retained by Wheeler Machinery/CAT until payment is made in full over ten months beginning in October 2017, and one piece of the rolling stock will be retained by Wheeler Machinery/CAT. These financial statements reflect the loss on impairment of equipment in the amount of $147,214, the terms of the agreement finalized on July 31, 2017, and revision of the note according to the revised terms. |
Note Payable - Related Party
Note Payable - Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable - Related Party [Abstract] | |
NOTE PAYABLE - RELATED PARTY | NOTE 10 – NOTE PAYABLE – RELATED PARTY DMRJ Group beneficially owns approximately 75% of the Company (on a fully-diluted basis) with Series A, A-2 and B preferred stock shares convertible to 47,211,002 shares of common stock (See Note 3). They are considered a related party. In July 2010, the Company entered into an Investment Agreement with DMRJ Group. The Agreement has been modified numerous times and operated under the Fourteenth The total due to DMRJ Group at December 31, 2016 and December 31, 2015 is as follows: December 31, 2016 2015 Principal Current portion $ 14,610,492 $ 13,040,492 Long term portion - - 14,610,492 13,040,492 Interest Current portion 7,239,610 5,230,779 Long term portion - - 7,239,610 5,230,779 Total $ 21,850,102 $ 18,271,271 The Investment Agreement 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; ● 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. 2016 Activity At December 31, 2016, the Company has failed to pay certain obligations in violation of these covenants. DMRJ Group has been informed of the default and has indicated it has no present intent to declare an event of default under the Investment Agreement, as amended. See Note 15. Several term loan advances were received from DMRJ Group by the Company between February 9, 2016 and December 29, 2016 totaling $2,470,000. A loan payment of $900,000 was made to DMRJ on July 8, 2016. The advances bear interest at 15% per annum and become due on October 31, 2016 with the remainder of the note due to DMRJ Group. These funds were used for working capital and equipment debt repayment. A Fourteenth Amendment to the Investment Agreement was entered into on December 22, 2016 which allowed for additional funding in the amount of up to $600,000 from DMRJ Group and its affiliated fund managers. This $600,000 was drawn on December 29, 2016 which brought the total funds drawn from DMRJ Group and its affiliates for 2016 to $2,470,000. In the third quarter of 2016, control of the management of DMRJ Group, (a Platinum Partners related entity), was given to court appointed trustees of the two major funds of Platinum Partners. On December 19th, 2016, the Securities and Exchange Commission (“SEC”) filed a Complaint (the “Complaint”) against Defendants Platinum Management, LLC (“Platinum Management”), Platinum Credit Management, L.P. (“Platinum Credit”), and management of the DMRJ Group, charging Defendants with a complex, multi-pronged, fraudulent scheme to inflate returns to investors, and cover up massive losses and liquidity problems. DMRJ Group effectively owns 75% of stock of the Company (on a fully diluted basis). See Note 15 – Subsequent Events. 2015 Activity An Eleventh Amendment to the Investment Agreement was entered into on March 17, 2015 and established new minimum principal and interest payment dates which were then revised with the Twelfth and Thirteenth Amendments to the Investment Agreement. The Twelfth Amendment was entered into on June 5, 2015 and allowed for additional funding in the amount of $850,000 for the purpose of additional working capital, financing of the expansion into the east extension of the current pit boundary and to provide for crushing equipment to allow crushing to be done in-house. The Thirteenth Amendment to the Investment Agreement was entered into on August 31, 2015 and allowed for additional funding of up to $525,000. In addition, the amendment (1) required the Company to issue 185,194 shares of Series B Preferred Stock (see Note 3), (2) incorporated anti-dilution provisions, and (3) contained provisions for shares of common stock to be issued to the Company’s President, Rick Havenstrite, if he operates within 10% of the approved budget over twelve months from the date of the amendment. The number of shares to be issued to the Company’s President will be equal to 2.5% of the amount of fully outstanding shares of the Company on a fully diluted basis. These shares were not issued. During 2015, $1,251,000 was loaned to the Company pursuant to the Twelfth and Thirteenth Amendments. This funding was used for working capital and to prepare for a drilling program within the existing boundary of the Kiewit Exploration Permit. Although the maturity date for the loan was set in the Tenth Amendment at October 31, 2016, the Thirteenth Amendment established new minimum principal and interest payment dates beginning in June 2016 as follows: June 30, 2016 $ 500,000 September 30, 2016 800,000 December 31, 2016 600,000 February 28, 2017 500,000 May 31, 2017 2,250,000 August 31, 2017 2,250,000 Total per Minimum Payment Schedule $ 6,900,000 In accordance with the agreement, all payments will be applied first to accrued but unpaid interest and second to outstanding principal. The Company’s ability to meet these minimum payments will be dependent upon a number of factors including production variables, metals market pricing, demand for products and services, and the availability of opportunities for expansion through affiliations and other business relationships. The June 30, 2016, September 30, 2016 and December 31, 2016 minimum payments were not made. In addition to the minimum payments detailed above, on the last business day of each month, commencing October 31, 2014, the Company will pay to DMRJ Group 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 to be maintained by the Company, until such time as the unpaid principal amount 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. No payments have been made under this provision. If the Company is unable to repay the outstanding balances at maturity, DMRJ Group could foreclose on its security interest and would take control of or liquidate the Company’s mining leases and other assets. The Fourteenth Amendment to the Investment Agreement with DMRJ Group was entered into on December 22, 2016 and allowed for December 2016 Term Loan Advances in an amount up to $600,000. The advance was drawn in full. |
Remediation Liability and Asset
Remediation Liability and Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Remediation Liability and Asset Retirement Obligation [Abstract] | |
REMEDIATION LIABILITY AND ASSET RETIREMENT OBLIGATION | NOTE 11 - 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 8% to 10% and projected mine lives of five 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, 2016 and 2015 are as follows: 2016 2015 Reclamation and remediation liability, beginning of year $ 901,597 $ 740,268 Obligations incurred and change in estimate -0- 101,551 Accretion expense 72,512 59,778 Reclamation and remediation liability, end of year $ 974,109 $ 901,597 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 12 –INCOME TAXES The Company did not recognize a tax provision (benefit) for the years ended December 31, 2016 and 2015 because the Company has recurring losses and 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, 2016 and 2015 is as follows: 2016 2015 Federal income tax benefit based on statutory rate $ (1,419,000 ) (35.0 )% $ (1,173,000 ) (35.0 )% Effect of non-deductible items 900 - 100 - Increase in valuation allowance 1,418,100 35.0 % 1,172,900 35.0 % Total $ - - $ - - Significant components of the deferred tax assets for the years ended December 31, 2016 and 2015 are as follows: 2016 2015 Deferred tax asset: Net operating loss carry forward $ 7,788,000 $ 6,131,000 Equipment Impairment 61,000 - Exploration costs 233,000 266,000 Financing costs (16,000 ) 296,000 Other 107,000 61,900 8,173,000 6,754,900 Deferred tax asset valuation allowance (8,173,000 ) (6,754,900 ) Net deferred tax asset $ - $ - At December 31, 2016, the Company had net operating loss carry forwards of approximately $22.1 million which expire through 2035. 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 35%, and are offset by a valuation allowance at December 31, 2016 and 2015. The Company has no tax position at December 31, 2016 or 2015 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, 2016 or 2015. The Company’s federal income tax returns from 2013 through 2016 remain open and subject to examination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS In addition to transactions disclosed in Note 7 and Note 8, the Company had the following related party transactions. On November 15, 2016, a short-term loan in the amount of $25,000 was obtained from West C Street, one of the Company’s convertible debt holders. Funds were used for operating capital. This amount was repaid to West C Street on January 18, 2017 along with accrued interest of $438. In addition, a short-term loan totaling $9,500, also for working capital, was obtained from our President, Rick Havenstrite, with draws on multiple dates in November and December. This loan was repaid in full on January 3, 2017 with no interest paid. The Company recognized rent expense for rental of office space of $12,000 each for the years ended December 31, 2016 and 2015, respectively, paid to RMH Overhead, LLC, a company owned by Rick Havenstrite, the Company’s President and a director. Of the amounts recognized as expense, RMH Overhead, LLC was paid $8,000 and $12,000 during the years ended December 31, 2016 and 2015, respectively, leaving a total of $17,750 and $13,750 remaining in accounts payable at December 31, 2016 and 2015, respectively, including amounts from prior years. As of December 31, 2016, and December 31, 2015, accrued compensation of $486,577 and $308,885, were due to directors and officers. Of the amounts accrued at December 31, 2016 and 2015, accrued compensation of $372,692 and $252,692 respectively, is due to Rick Havenstrite. During the years ended December 31, 2016 and 2015, the Company recognized general project cost expense of $10,627 and $3,105, respectively, for geological services provided by Stuart Havenstrite, the father of Rick Havenstrite. $39,367 and $28,740 remain unpaid to Mr. Havenstrite at December 31, 2016 and 2015. These amounts are included in accounts payable at those dates. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Mineral property payments During the year ended December 31, 2009, the Company entered into a Joint Venture Agreement with the Moeller Family Trust for the lease of the Trust’s Yellow Hammer property in the Gold Hill Mining District of Utah. Pursuant to the agreement, if the Company does not place the Yellow Hammer property into commercial production within a three-year period it will be required to make annual penalty payments to the Trust of $50,000. The Yellow Hammer operated for several months in 2011. Under the terms of the Joint Venture Agreement, the Company is required to pay a 6% net smelter royalty on the production of base metals and a net smelter royalty on gold and silver based on a sliding scale of between 2% and 15% based on the price of gold and silver, as applicable. There were no sales and no royalty expense on this property to date in 2016 or in 2015. See Note 15. Personal property tax and other accrued liabilities Mining severance tax based on production, in the amount of $1,889, was accrued at December 31, 2016. This amount was paid in January 2017. Royalties due at December 31, 2016 were currently payable in the amount of $3,354 and subsequently paid in January 2017. Sales tax payable of $1,951 was due at December 31, 2016 and was paid in January 2017. Personal property tax for Tooele County, Utah is billed and becomes due on November 30 of each year. At December 30, 2016, $69,292 including interest and penalties was due for 2016 and $79,552 was due for 2015, for a total of $148,845 due to Tooele County at December 31, 2016. These amounts remain unpaid. Employment agreements In September 2010, the Company entered into employment agreements with its former Chief Executive Officer (“CEO”) and its President and entered into a consulting agreement with one of its former 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. Termination agreements have been reached with the former CEO and one former director, providing for payment of accrued compensation and consulting payable over several months commencing with the funding of the Kiewit project. These termination payments were completed in 2015. In September 2010, we entered into an employment agreement with Mr. Havenstrite as President of our company. The term of the agreement is for four years, expiring September 1, 2014, with automatic one-year extensions unless notice is given by either party. Mr. Havenstrite is required under the terms of the agreement to devote a minimum of 75% of his business time to the affairs of our company. Nevertheless, he may serve on the board of directors or serve as an officer of up to three companies not engaged in business which may reasonably compete with our business, provided that he would not be required to render any material services with respect to the operations or affairs of any other business which would exceed 25% of his entire business time. In spite of the minimum percentage of his time required in his employment agreement, Mr. Havenstrite currently devotes approximately 90% of his time, or approximately 50 hours per week, to our business and approximately 10%, or 5 hours per week, of his business time to Overhead Door Company of Sierra/Nevada, Inc., his overhead door business in Reno, Nevada. He does not anticipate devoting more than 20% of his time to the business of his overhead door company during the term of his employment contract with us. The annual base salary is $120,000 plus performance compensation of between 10% and 100% of the annual base salary based upon fulfillment of annual performance goals established by the Board of Directors or the Compensation Committee (if any). In the event we terminate the agreement without cause or if the agreement is constructively terminated by us, we have agreed to pay Mr. Havenstrite a severance package equal to three times the initial base salary if such termination occurs on or before August 31, 2011, and one and one-half times the largest annual base salary plus the largest annual performance compensation received by Mr. Havenstrite under the Agreement if such termination occurs after August 31, 2011, payable 75% within 30 days and the balance within 30 days of the first anniversary of the termination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Note payable – CAT equipment In November 2016, five pieces of mining equipment financed by CAT Financial were repossessed by CAT. The equipment had an original cost of $1,500,888 and accumulated depreciation of $339,487, for an adjusted balance of $1,161,402. The note payable due to CAT at the time of disposition was $960,585. On July 31, 2017, a new agreement was made with Wheeler Machinery and CAT financial for the return of four pieces of this equipment. While the equipment will temporarily remain in the possession of Wheeler Machinery, a new payment schedule was agreed upon which requires 10 equal payments of $39,934 beginning in October 2017. As of June 28, 2018, six of those payments have been made. These financial statements as of December 31, 2016, reflect the loss on impairment of equipment in the amount of $147,214, and the terms of the agreement finalized on July 31, 2017. In the event the terms of the new agreement are not met, freight and interest penalties may be assessed and there could be a payment due to CAT for these fees and for the deficit on the return of the equipment. Management has not made an estimate of this additional loss, if any. Note payable – Wheeler Machinery In November 2015, a rental agreement for crushing equipment was entered into with Wheeler Machinery. Effective June 6, 2018, an agreement to convert the rental equipment to a purchase contract was arrived at and the first of 7 monthly payments of $39,009 was made. At the conclusion of the seven payments, the crushing equipment will be owned by the Company. Convertible debt The Company failed to make interest payments required under the convertible notes (see Note 7) for all quarters beginning April 2016 through the current date. As a result, the Company was in default of the Notes. As per the terms of the Investment Agreement, DMRJ Group was informed of this default and had indicated it had no intent to declare an event of default under the Investment Agreement, as amended. In addition, as per the terms of the notes, 300,000 penalty shares per year for 2016 and 2017 were issued to the convertible debt holders for failure to pay the convertible notes in November of 2016 and 2017. On February 28, 2018, the terms were changed for the 15% convertible promissory notes, convertible at $.70 per share, to two of the Company’s minority shareholders. The notes, for a total due of $600,000 were amended changing the interest rate from 15% to 10% effective March 1, 2018 and allowing for accrued interest to be payable in full on May 31, 2019. The amendment further waives the default provision in the notes for past due interest. On August 7, 2017, the convertible debt holders funded an additional aggregate of $500,000 under similar terms. These funds were used to sustain minimum operations of the Company until resolution of the DMRJ Group debt with the trustees. On February 28, 2018, both of these notes were amended to allow for the maturity date and the payment date for accrued interest to be changed to May 31, 2019. Note payable – related party The Company was working towards a reorganization and recapitalization with the trustees of the two funds and finalized an agreement which closed on March 8, 2018. This agreement discharged all of the debt owed by the Company to DMRJ Group and its related affiliates and returned all of their equity to the Company in exchange for $625,000. The debt and equity were retired and cancelled by the Company. The owners of the convertible debt agreed to fund this payment in full, and to agree to certain concessions on their outstanding notes with the Company, in exchange for 4,500,000 shares of the Company’s Common Stock. All signatures from the court appointed trustees, and funding by the Company, have been received and the agreement was finalized on March 8, 2018. Stock Offering A stock offering was initiated on February 23, 2018 for sale of common stock shares at $0.40 per share to raise up to $1,600,000. The offering expires June 30, 2018. As of June 28, 2018, a total of 6,625,000 shares have been issued, including the 4,500,000 shares issued to the convertible debt holders, and funds of $850,000 have been raised through this offering, with proceeds used for working capital in a limited re-opening of the mining operations. Company management On April 3, 2017, two directors of the Company stepped down from their positions, leaving Rick Havenstrite and Howard Crosby as directors. On April 6, 2017, the Board reduced the number of authorized directors to three and appointed John P. Ryan as a director. In addition, Howard Crosby stepped down from his position as CEO and Rick Havenstrite was appointed to fill the position of CEO. Stock plan Effective February 23, 2018, the Board approved and adopted the 2018 Stock Incentive Plan (the “ 2018 Plan ● Rick Havenstrite – 1,000,000 options; ● Howard Crosby – 1,000,000 options; ● John Ryan – 200,000 options; and ● Linde Havenstrite – 200,000 options. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Accounting Method | Accounting Method The Company’s 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 Equity-Based Payments to Non-Employees |
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 gold ounces in inventories, the recoverability of the cost of mining claims, asset retirement obligation, stock-based compensation, determination of the fair value of common stock issued, deferred tax assets and related valuation allowances. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to conform prior periods’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ deficit, and cash flows previously reported. |
Cash and Cash Equivalents | 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. |
Inventories | Inventories The recovery of gold from certain oxide ores is achieved through the heap leaching process. Under this method, mineralized material is placed on a leach pad where it is treated with a chemical solution, which dissolves the gold contained in the material. The resulting “pregnant” solution is further processed in a plant where gold is recovered. The Company records ore on leach pad, ore in carbon column in process and gold doré, at average production cost per gold ounce, less provisions required to reduce inventory to net realizable value. Production costs include the cost of mineralized material processed; direct and indirect materials and consumables; direct labor; repairs and maintenance; utilities; amortization of property, equipment, and mineral properties; and mine administrative expenses. Revenue from the sale of silver is accounted for as by-product and is deducted from production costs. Costs are removed from ore on leach pads as ounces are recovered based on the average cost per recoverable ounce of gold on the leach pad. Estimates of recoverable gold on the leach pad are calculated from the quantities of material placed on the leach pad (measured tons added to the leach pad), the grade of material placed on the leach pad (based on assay data) and an estimated recovery percentage (based on ore type). The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, actual gold ounces recovered are regularly monitored and estimates are refined based on actual results over time. As of December 31, 2016, the Company had a limited operating history and actual results only over a short period of time. Due to this, estimates of recoverable gold are based primarily on initial tests with only limited refinements. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. The ultimate recovery of gold from a leach pad will not be known until the leaching process is concluded. The quantification of material inventory on the leach pad is based on estimates of the quantities of gold at each balance sheet date that the Company expects to recover during the next 12 to 18 months. See note 4. |
Property and Equipment | 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 that extend the useful life of the property and equipment 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 5. |
Mineral Properties and Leases | Mineral Properties and Leases The Company capitalizes costs for acquiring mineral properties and ongoing mineral lease payments and expenses costs to maintain mineral rights. Upon reaching the production stage, the capitalized costs are 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. Mine property costs include the building of infrastructure of the processing facility including the heap leach pad and the carbon in column process plant along with water wells, roads and fencing. These costs are capitalized until ready for their intended use at which time they are amortized using the units of production method based on projected units of production which approximates the estimated life of the facility. Additionally, interest is capitalized to mine development until such assets are ready for their intended use. The Company does not have proven and probable reserves at this time. See Note 6. |
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 |
Provision for Taxes | Provision for Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC Topic 740- Income 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, 2016 or 2015. See Note 12. |
Earnings Per Share | 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, 2016 and December 31, 2015, common stock equivalents outstanding are as follows: December 31, December 31, Convertible debt 1,878,511 996,429 Convertible preferred stock 47,211,002 47,211,002 Total 49,089,513 48,207,431 However, the diluted earnings per share are not presented because its effect would be anti-dilutive. |
Revenue Recognition | Revenue Recognition 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 | 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 is 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. |
Financial Instruments | Financial Instruments The Company's financial instruments include cash, reclamation bonds, short-term note payable, notes payable – equipment, obligation under capital lease – related party, notes payable – related party, 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, 2016 and December 31, 2015. |
Fair Value Measurements | Fair Value Measurements The Company discloses the following information for each class of assets and liabilities that are measured at fair value: 1. the fair value measurement; 2. the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3); 3. for fair value measurements using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: a. total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of operations; b. the amount of these gains or losses attributable to the change in unrealized gains or losses relating to those assets or liabilities still held at the reporting period date and a description of where those unrealized gains or losses are reported; c. purchases, sales, issuances, and settlements (net); and d. transfers into and/or out of Level 3. 4. the amount of the total gains or losses for the period included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date and a description of where those unrealized gains or losses are reported in the statement of operations; and 5. in annual periods only, the valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques, if any, during the period. |
Going Concern | Going Concern As shown in the accompanying financial statements, the Company had an accumulated deficit incurred through December 31, 2016, which raises substantial doubt about the Company’s ability to continue as a going concern. In addition, current liabilities exceed current assets by $24,168,862 at December 31, 2016. As discussed in Note 10, if the Company is unable to repay the outstanding amount due to DMRJ Group, DMRJ Group could foreclose on its security interest and would take control of or liquidate the Company’s mining leases and other assets. 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. See Note 15 - Subsequent Events. Although production has begun, it has not yet reached optimum levels. The timing and amount of capital requirements will depend on a number of factors, including demand for products, metals market pricing, 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 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09 and 2015-14 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall with various SEC Staff Accounting Bulletins providing interpretive guidance. The guidance establishes a new five step principle-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. ASU No. 2014-09 is effective for annual and interim reporting periods beginning after December 15, 2017. We are in the process of evaluating this guidance and our method of adoption. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. The update provides for inventory to be measured at the lower of cost and net realizable value and is effective for the fiscal years beginning after December 15, 2016. This update should not have a material impact on the financial statements when implemented. In November 2015, the FASB issued ASU No. 2015-17 Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). The update is designed to reduce complexity of reporting deferred income tax liabilities and assets into current and non-current amounts in a statement of financial position. The FASB has proposed the presentation of deferred income taxes, changes to deferred tax liabilities and assets be classified as non-current in the statement of financial position. The update is effective for fiscal years beginning after December 15, 2016. ASU No. 2015-17 is not expected to have a material impact on our financial statements. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of implementing this update on the financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of common stock equivalents outstanding | December 31, December 31, Convertible debt 1,878,511 996,429 Convertible preferred stock 47,211,002 47,211,002 Total 49,089,513 48,207,431 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventories [Abstract] | |
Schedule of components of inventories | December 31, 2016 2015 Ore on leach pad $ 3,051,766 $ 2,404,657 Carbon column in process 31,214 144,512 Dore finished goods 10,952 4,638 Total 3,093,932 2,553,807 Less: current portion (142,921 ) (953,984 ) Non-current inventories $ 2,951,011 $ 1,599,823 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Schedule of property, equipment, and accumulated depreciation | December 31, 2016 2015 Equipment $ 3,046,803 $ 3,154,755 Furniture and fixtures 6,981 10,781 Electronic and computerized equipment 52,874 52,874 Vehicles 67,115 56,830 3,173,773 3,275,240 Less accumulated depreciation (1,144,108 ) (768,072 ) 2,029,665 2,507,168 Kiewit property facilities 2,497,436 2,451,973 Less accumulated amortization (487,214 ) (374,747 ) 2,010,222 2,077,226 Total $ 4,039,887 $ 4,584,394 |
Mineral Properties, Interests26
Mineral Properties, Interests and Reclamation Bonds (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Mineral Properties, Interests and Reclamation Bonds [Abstract] | |
Schedule of mineral properties and interests | December 31, 2016 2015 Initial lease fee Yellow Hammer Site $ -0- $ 175,000 Kiewit, Cactus Mill and all other sites 600,000 600,000 600,000 775,000 Asset retirement costs Kiewit Site 789,026 789,026 Kiewit Exploration 10,780 10,780 Cactus Mill 16,133 16,133 815,939 815,939 1,415,939 1,590,939 Accumulated amortization (319,457 ) (276,933 ) Total $ 1,096,482 $ 1,314,006 |
Obligation Under Capital Leas27
Obligation Under Capital Lease - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Obligation Under Capital Lease - Related Party [Abstract] | |
Schedule of estimated future minimum lease payments under the capital lease | Year ending December 31, 2017 $ 144,000 2018 54,000 Total 198,000 Less: Implied interest (25,825 ) Net present value 172,175 Less: Obligation under capital lease, current portion (120,461 ) Obligation under capital lease, long term $ 51,714 |
Notes Payable - Equipment (Tabl
Notes Payable - Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable - Equipment [Abstract] | |
Schedule of the equipment notes payable | December 31, December 31, Note payable to Komatsu Financial, collateralized by a Komatsu Telehandler lift, due in 48 monthly installments of $2,441 including interest at 4.99%. $ 73,203 $ 91,080 Note payable to Komatsu Financial, uncollateralized, due in 12 monthly installments of $3,223, beginning in April 2016, including interest at 1.16%. 9,668 38,674 Note payable to CAT Financial, collateralized by five pieces of used mining equipment due in 36 monthly installments of varying amounts including interest at 4.68%. The equipment has been returned to CAT. See Note below. 881,894 1,347,751 Note payable to HCE Funding, collateralized by a Perkins Elmer AA machine, due in one installment of $7,600 and 22 installments of $520, including interest at 5.00%. -0- 5,472 Note payable to Komatsu Financial, collateralized by a Komatsu D275 dozer, due in monthly installments of $11,674 including interest at 2.99%. 282,675 388,055 Note payable to Star Capital, LLC, collateralized by a 2009 Multiquip generator, due in 24 monthly installments of $1,412, beginning in March 2016, including interest at 11.4%. 19,654 -0- Note payable to Komatsu Financial, collateralized by a Komatsu PC400 Excavator, due in 24 monthly installments of $1,647 including interest. -0- 9,743 $ 1,267,094 $ 1,880,775 Current portion (813,818 ) (803,388 ) Long Term portion $ 453,276 $ 1,077,387 |
Schedule of principal payments | Principal payments are as follows: 2017 813,818 2018 436,459 2019 16,817 $ 1,267,094 |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable - Related Party [Abstract] | |
Schedule of due to DMRJ | December 31, 2016 2015 Principal Current portion $ 14,610,492 $ 13,040,492 Long term portion - - 14,610,492 13,040,492 Interest Current portion 7,239,610 5,230,779 Long term portion - - 7,239,610 5,230,779 Total $ 21,850,102 $ 18,271,271 |
Schedule of new minimum principal and interest payment | June 30, 2016 $ 500,000 September 30, 2016 800,000 December 31, 2016 600,000 February 28, 2017 500,000 May 31, 2017 2,250,000 August 31, 2017 2,250,000 Total per Minimum Payment Schedule $ 6,900,000 |
Remediation Liability and Ass30
Remediation Liability and Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Remediation Liability and Asset Retirement Obligation [Abstract] | |
Schedule of changes in the reclamation liability | 2016 2015 Reclamation and remediation liability, beginning of year $ 901,597 $ 740,268 Obligations incurred and change in estimate -0- 101,551 Accretion expense 72,512 59,778 Reclamation and remediation liability, end of year $ 974,109 $ 901,597 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of reconciliation of the tax benefit | 2016 2015 Federal income tax benefit based on statutory rate $ (1,419,000 ) (35.0 )% $ (1,173,000 ) (35.0 )% Effect of non-deductible items 900 - 100 - Increase in valuation allowance 1,418,100 35.0 % 1,172,900 35.0 % Total $ - - $ - - |
Schedule of significant components of deferred tax assets | 2016 2015 Deferred tax asset: Net operating loss carry forward $ 7,788,000 $ 6,131,000 Equipment Impairment 61,000 - Exploration costs 233,000 266,000 Financing costs (16,000 ) 296,000 Other 107,000 61,900 8,173,000 6,754,900 Deferred tax asset valuation allowance (8,173,000 ) (6,754,900 ) Net deferred tax asset $ - $ - |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies [Abstract] | ||
Convertible debt | 1,878,511 | 996,429 |
Convertible preferred stock | 47,211,002 | 47,211,002 |
Total | 49,089,513 | 48,207,431 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Textual) | Dec. 31, 2016USD ($) |
Summary of Significant Accounting Policies (Textual) | |
Current liabilities exceed current assets | $ 24,168,862 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Capital Stock (Textual) | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 13,656,603 | 13,356,603 | ||
Share price per share | $ 0.04 | $ 0.04 | $ 0.04 | |
Conversion of issuance shares | 47,211,002 | 47,211,002 | ||
Voting rights, description | 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. | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | ||
Series A Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Preferred stock, shares issued | 958,033 | 958,033 | ||
Preferred stock, shares outstanding | 958,033 | 958,033 | ||
Series B Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Conversion of issuance shares | 44,452,969 | |||
Preferred stock, shares issued | 444,530 | 444,530 | ||
Preferred stock, shares outstanding | 444,530 | 444,530 | ||
Conversion, description | Each share of Series B Preferred Stock is convertible at the option of the holder at any time into that number of shares of common stock equal to 100 shares of common stock. | |||
Series A-1 Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Beneficial ownership, percentage | 4.90% | |||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Conversion price per share | $ 0.70 | |||
Initial conversion price per share | $ 0.70 | |||
Series A-2 Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Beneficial ownership, percentage | 4.90% | |||
Conversion of issuance shares | 1,800,000 | |||
Preferred stock, shares issued | 180,000 | 180,000 | ||
Preferred stock, shares outstanding | 180,000 | 180,000 | ||
Conversion price per share | $ 1 | |||
Initial conversion price per share | $ 1 | |||
DMRJ [Member] | 2016 Activity [Member] | ||||
Capital Stock (Textual) | ||||
Additional number of shares issue | 300,000 | |||
Financing costs | $ 38,930 | |||
Conversion of issuance shares | 47,211,002 | |||
Conversion, description | As a result of this issuance and the 1,878,511 shares allocated to satisfy the conversion feature of the convertible debt, the current 77% beneficial ownership of the Company by DMRJ Group is reduced to 75% (on a fully diluted basis). | |||
DMRJ [Member] | Series B Preferred Stock [Member] | 2015 Activity [Member] | ||||
Capital Stock (Textual) | ||||
Fully diluted convertible shares | As a result of this issuance, DMRJ Group beneficially owned approximately 77% of the Company (on a fully-diluted basis). DMRJ Group is considered a related party. | |||
Financing costs | $ 740,776 | |||
Preferred stock, shares issued | 185,194 | 9,733 | ||
DMRJ [Member] | Series B Preferred Stock [Member] | 2016 Activity [Member] | ||||
Capital Stock (Textual) | ||||
Fully diluted convertible shares | As a result of this issuance and the 1,878,511 shares allocated to satisfy the conversion feature of the convertible debt, the current 77% beneficial ownership of the Company by DMRJ Group is reduced to 75% (on a fully diluted basis), with total preferred shares convertible into 47,211,002 shares of common stock. | |||
Common Stock [Member] | ||||
Capital Stock (Textual) | ||||
Common stock, shares issued | ||||
Share price per share | $ 0.04 | |||
Common Stock [Member] | 2015 Activity [Member] | ||||
Capital Stock (Textual) | ||||
Share price per share | $ 0.04 | |||
Additional number of shares issue | 300,000 | |||
Additional number of shares issue, value | $ 12,000 | |||
Common Stock [Member] | 2016 Activity [Member] | ||||
Capital Stock (Textual) | ||||
Share price per share | $ 0.04 | |||
Additional number of shares issue | 300,000 | |||
Additional number of shares issue, value | $ 12,000 | |||
Conversion of issuance shares | 1,878,511 | |||
Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Share price per share | $ 0.04 | |||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Beneficial ownership, percentage | 4.90% | |||
Conversion of issuance shares | 958,033 | 958,033 | ||
Preferred stock, shares outstanding | 958,033 | 958,033 | ||
Conversion, description | The Company has the right to mandate conversion if its stock has traded on the OTC Bulletin Board or on an exchange at a volume weighted average price per share of not less than $1.40 for each day over a period of 30 consecutive days with average trading volume per day of not less than 50,000 shares. The conversion ratio of the Series A Preferred Stock is determined according to a formula computed by dividing the stated value of the preferred stock, which is designated as $0.70 per share, by the conversion price of the preferred stock, which is $0.70 per share |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of inventories, current | ||
Ore on leach pad | $ 3,051,766 | $ 2,404,657 |
Carbon column in process | 31,214 | 144,512 |
Dore finished goods | 10,952 | 4,638 |
Total | 3,093,932 | 2,553,807 |
Less: current portion | (142,921) | (953,984) |
Non-current inventories | $ 2,951,011 | $ 1,599,823 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Total | $ 4,039,887 | $ 4,584,394 |
Property and Equipment [Member] | ||
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Gross | 3,173,773 | 3,275,240 |
Less accumulated depreciation/amortization | (1,144,108) | (768,072) |
Property and equipment, Total | 2,029,665 | 2,507,168 |
Property and Equipment [Member] | Equipment [Member] | ||
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Gross | 3,046,803 | 3,154,755 |
Property and Equipment [Member] | Furniture and fixtures [Member] | ||
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Gross | 6,981 | 10,781 |
Property and Equipment [Member] | Electronic and computerized equipment [Member] | ||
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Gross | 52,874 | 52,874 |
Property and Equipment [Member] | Vehicles [Member] | ||
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Gross | 67,115 | 56,830 |
Property and Equipment [Member] | Kiewit property facilities [Member] | ||
Summary of property, equipment, and accumulated depreciation | ||
Property and equipment, Gross | 2,497,436 | 2,451,973 |
Less accumulated depreciation/amortization | (487,214) | (374,747) |
Property and equipment, Total | $ 2,010,222 | $ 2,077,226 |
Mineral Properties, Interests37
Mineral Properties, Interests and Reclamation Bonds (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Initial lease fee | ||
Yellow Hammer Site | $ 0 | $ 175,000 |
Kiewit, Cactus Mill and all other sites | 600,000 | 600,000 |
Total | 600,000 | 775,000 |
Asset retirement obligation | ||
Kiewit Site | 789,026 | 789,026 |
Kiewit Exploration | 10,780 | 10,780 |
Cactus Mill | 16,133 | 16,133 |
Total | 815,939 | 815,939 |
Mineral properties net before accumulated amortization | 1,415,939 | 1,590,939 |
Accumulated amortization | (319,457) | (276,933) |
Total | $ 1,096,482 | $ 1,314,006 |
Mineral Properties, Interests38
Mineral Properties, Interests and Reclamation Bonds (Details Textual) - USD ($) | Oct. 17, 2016 | Jul. 07, 2016 | Dec. 31, 2009 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2014 | Feb. 20, 2014 |
Mineral properties and interests (Textual) | |||||||
Claims fees (per claim) | $ 155 | ||||||
Kiewit reclamation bond, Amount | $ 1,348,000 | ||||||
Refunded reclamation bonds | $ 92,705 | ||||||
Total reclamation bonds posted amount | 752,754 | $ 1,418,070 | |||||
Bond deposit | $ 674,000 | ||||||
Bond deposit, description | A condition of the surety bond was the deposit of 50% of the bond amount ($674,000) into an escrow account with the bonding company. | ||||||
Annual bonding fee | $ 40,400 | ||||||
Joint Venture Agreement, description | The Company is also required to pay a 6% net smelter return on any production from the Kiewit gold property. | ||||||
Annual non-performance payments Trust | 50,000 | 50,000 | |||||
Royalty expense | 75,838 | $ 194,033 | |||||
Past due royalties | $ 128,868 | ||||||
Corporate Joint Venture [Member] | |||||||
Mineral properties and interests (Textual) | |||||||
Joint Venture Agreement, description | 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. | ||||||
Clifton Mining And Woodman Mining Company [Member] | |||||||
Mineral properties and interests (Textual) | |||||||
Royalty expense | $ 3,354 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) | Oct. 14, 2016 | Nov. 18, 2009 | Dec. 31, 2016 | Nov. 30, 2016 | Sep. 29, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2012 |
Convertible Debt (Textual) | |||||||||||
Convertible debt | $ 600,000 | $ 850,000 | $ 600,000 | ||||||||
Interest payable | 15.00% | ||||||||||
Periodic payment of interest | $ 7,500 | ||||||||||
Conversion price (per shares) | $ 0.70 | ||||||||||
Additional shares of common stock issued to debt holders | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | ||||||
Accrued interest payable | 192,842 | 97,500 | |||||||||
Short-term loan | $ 34,500 | $ 50,000 | |||||||||
Share price per share | $ 0.04 | $ 0.04 | $ 0.04 | ||||||||
Financing expense | $ 12,000 | ||||||||||
Loan maturity date | Nov. 30, 2018 | ||||||||||
Convertible Debt [Member] | |||||||||||
Convertible Debt (Textual) | |||||||||||
Convertible debt | $ 125,000 | ||||||||||
Interest payable | 10.00% | ||||||||||
Conversion price (per shares) | $ 0.25 | ||||||||||
Accrued interest payable | $ 5,342 | $ 0 | |||||||||
Convertible debt due date | Sep. 30, 2018 |
Obligation Under Capital Leas40
Obligation Under Capital Lease - Related Party (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Year ending December 31, | ||
2,017 | $ 144,000 | |
2,018 | 54,000 | |
Total | 198,000 | |
Less: Implied interest | (25,825) | |
Net present value | 172,175 | |
Less: Obligation under capital lease, current portion | 120,461 | |
Obligation under capital lease, long term | $ 51,714 |
Obligation Under Capital Leas41
Obligation Under Capital Lease - Related Party (Details Textual) - RMH Overhead, LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Obligation Under Capital Lease-Related Party (Textual) | ||
Equipment includes assets under capital lease amount | $ 172,175 | $ 0 |
Accumulated amortization | $ 13,258 | $ 0 |
Notes Payable - Equipment (Deta
Notes Payable - Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Notes payable | $ 1,267,094 | $ 1,880,775 |
Current portion | (813,818) | (803,388) |
Long Term portion | 453,276 | 1,077,387 |
Komatsu Financial, collateralized by a Komatsu Telehandler lift [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 73,203 | 91,080 |
Komatsu Financial, uncollateralized [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 9,668 | 38,674 |
CAT Financial, collateralized by five pieces of used mining equipment [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 881,894 | 1,347,751 |
HCE Funding, collateralized by a Perkins Elmer AA machine [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 0 | 5,472 |
Komatsu Financial, collateralized by a Komatsu D275 dozer [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 282,675 | 388,055 |
Star Capital, LLC, collateralized by a 2009 Multiquip generator [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 19,654 | 0 |
Komatsu Financial, collateralized by a Komatsu PC400 Excavator [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | $ 0 | $ 9,743 |
Notes Payable - Equipment (De43
Notes Payable - Equipment (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of principal payment | ||
2,017 | $ 813,818 | |
2,018 | 436,459 | |
2,019 | 16,817 | |
Total | $ 1,267,094 | $ 1,880,775 |
Notes Payable - Equipment (De44
Notes Payable - Equipment (Details Textual) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2016USD ($) | Dec. 31, 2016USD ($)Installments | Dec. 31, 2015USD ($) | Nov. 18, 2009 | |
Notes Payable - Equipment (Textual) | ||||
Note payable amount (remaining installments) | $ 6,900,000 | |||
Interest rate | 15.00% | |||
Adjusted balance of equipment | 4,039,887 | $ 4,584,394 | ||
Loss on impairment of equipment | $ 147,214 | |||
Komatsu Financial, collateralized by a Komatsu Telehandler lift [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Number of installment (in monthly) | Installments | 48 | |||
Note payable amount (remaining installments) | $ 2,441 | |||
Interest rate | 4.99% | |||
Komatsu Financial, uncollateralized [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Number of installment (in monthly) | Installments | 12 | |||
Interest rate | 1.16% | |||
CAT Financial, collateralized by five pieces of used mining equipment [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Number of installment (in monthly) | Installments | 36 | |||
Note payable amount (remaining installments) | $ 960,585 | |||
Interest rate | 4.68% | |||
Equipment original cost | 1,500,888 | |||
Accumulated depreciation | 372,129 | |||
Adjusted balance of equipment | $ 1,128,759 | |||
HCE Funding, collateralized by a Perkins Elmer AA machine [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Note payable amount (first installment) | $ 7,600 | |||
Number of installment (in monthly) | Installments | 22 | |||
Note payable amount (remaining installments) | $ 520 | |||
Interest rate | 5.00% | |||
Komatsu Financial, collateralized by a Komatsu D275 dozer [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Note payable amount (remaining installments) | $ 11,674 | |||
Interest rate | 2.99% | |||
Star Capital, LLC, collateralized by a 2009 Multiquip generator [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Number of installment (in monthly) | Installments | 24 | |||
Note payable amount (remaining installments) | $ 1,642 | |||
Interest rate | 11.40% | |||
Komatsu Financial, collateralized by a Komatsu PC400 Excavator [Member] | ||||
Notes Payable - Equipment (Textual) | ||||
Note payable amount (first installment) | $ 1,647 | |||
Number of installment (in monthly) | Installments | 24 |
Note Payable - Related Party (D
Note Payable - Related Party (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Principal | ||
Current portion | $ 14,610,492 | $ 13,040,492 |
Interest payable | ||
Current portion | 192,842 | 97,500 |
DMRJ [Member] | ||
Principal | ||
Current portion | 14,610,492 | 13,040,492 |
Long term portion | ||
Total | 14,610,492 | 13,040,492 |
Interest payable | ||
Current portion | 7,239,610 | 5,230,779 |
Long term portion | ||
Total | 7,239,610 | 5,230,779 |
Total | $ 21,850,102 | $ 18,271,271 |
Note Payable - Related Party 46
Note Payable - Related Party (Details 1) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | $ 6,900,000 |
June 30, 2016 [Member] | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | 500,000 |
September 30, 2016 [Member] | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | 800,000 |
December 31, 2016 [Member] | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | 600,000 |
February 28, 2017 [Member] | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | 500,000 |
May 31, 2017 [Member] | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | 2,250,000 |
August 31, 2017 [Member] | |
Debt Instrument [Line Items] | |
Total per Minimum Payment Schedule | $ 2,250,000 |
Note Payable - Related Party 47
Note Payable - Related Party (Details Textual) - USD ($) | Jul. 08, 2016 | Jun. 05, 2015 | Dec. 29, 2016 | Dec. 22, 2016 | Aug. 31, 2015 | Dec. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 29, 2016 |
Note Payable - Related Party (Textual) | |||||||||
Notes payable due date | Nov. 30, 2018 | ||||||||
Proceeds from note payable - related party | $ 2,470,000 | $ 1,251,000 | |||||||
Loan advances | $ 34,500 | $ 50,000 | |||||||
DMRJ [Member] | |||||||||
Note Payable - Related Party (Textual) | |||||||||
Convertible shares of common stock | 47,211,002 | ||||||||
Ownership percentage of stock on a fully-diluted basis | 75.00% | ||||||||
Total amount drawn | $ 600,000 | ||||||||
Debt instrument, description | The Company will pay to DMRJ Group 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 to be maintained by the Company, until such time as the unpaid principal amount outstanding and all accrued interest has been paid in full. | ||||||||
Term Loan [Member] | |||||||||
Note Payable - Related Party (Textual) | |||||||||
Loan advances | $ 600,000 | ||||||||
Additional Funding Agreement Terms [Member] | |||||||||
Note Payable - Related Party (Textual) | |||||||||
Additional funding amount | $ 850,000 | $ 600,000 | $ 525,000 | ||||||
Investment agreement, description | (1) required the Company to issue 185,194 shares of Series B Preferred Stock (see Note 3), (2) incorporated anti-dilution provisions, and (3) contained provisions for shares of common stock to be issued to the Company's President, Rick Havenstrite, if he operates within 10% of the approved budget over twelve months from the date of the amendment. The number of shares to be issued to the Company's President will be equal to 2.5% of the amount of fully outstanding shares of the Company on a fully diluted basis. These shares were not issued. | ||||||||
Convertible Notes Payable [Member] | DMRJ [Member] | |||||||||
Note Payable - Related Party (Textual) | |||||||||
Percentage of interest rate | 15.00% | ||||||||
Total amount drawn | $ 2,470,000 | ||||||||
Notes payable due date | Oct. 31, 2016 | ||||||||
Loan payment | $ 900,000 |
Remediation Liability and Ass48
Remediation Liability and Asset Retirement Obligation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Remediation Liability and Asset Retirement Obligation [Abstract] | ||
Reclamation and remediation liability, beginning of year | $ 901,597 | $ 740,268 |
Obligations incurred and change in estimate | 0 | 101,551 |
Accretion expense | 72,512 | 59,778 |
Reclamation and remediation liability, end of year | $ 974,109 | $ 901,597 |
Remediation Liability and Ass49
Remediation Liability and Asset Retirement Obligation (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Maximum [Member] | |
Remediation liability and asset retirement obligation (Textual) | |
Risk free interest rate | 10.00% |
Projected mine lives | 12 years |
Minimum [Member] | |
Remediation liability and asset retirement obligation (Textual) | |
Risk free interest rate | 8.00% |
Projected mine lives | 5 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Federal income tax benefit based on statutory rate, Value | $ (1,419,000) | $ (1,173,000) |
Effect of non-deductible items, Value | 900 | 100 |
Increase in valuation allowance, Value | 1,418,100 | 1,172,900 |
Total, Value | ||
Federal income tax benefit based on statutory rate, Percentage | (35.00%) | (35.00%) |
Increase in valuation allowance, Percentage | 35.00% | 35.00% |
Total, Percentage |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax asset: | ||
Net operating loss carry forward | $ 7,788,000 | $ 6,131,000 |
Equipment Impairment | 61,000 | |
Exploration costs | 233,000 | 266,000 |
Financing costs | (16,000) | 296,000 |
Other | 107,000 | 61,900 |
Gross, deferred tax assets | 8,173,000 | 6,754,900 |
Deferred tax asset valuation allowance | (8,173,000) | (6,754,900) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Net operating loss carry forwards | $ 22.1 | |
Operating loss carryforwards expiration date | Expire through 2035. | |
Deferred tax assets effective tax rate | 35.00% | 35.00% |
Federal income tax returns examination, Description | The Company's federal income tax returns from 2013 through 2016 remain open and subject to examination. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 18, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 15, 2016 | Sep. 29, 2016 |
Relatted Party Transactions (Textual) | |||||
Short-term loan amount | $ 34,500 | $ 50,000 | |||
Rick Havenstrite [Member] | |||||
Relatted Party Transactions (Textual) | |||||
Accrued compensation | 372,692 | 252,692 | |||
Additional, short-term loan totaling | $ 9,500 | ||||
Accounts payable | 39,367 | 28,740 | |||
Directors and officers [Member] | |||||
Relatted Party Transactions (Textual) | |||||
Accrued compensation | 486,577 | 308,885 | |||
RMH Overhead, LLC [Member] | |||||
Relatted Party Transactions (Textual) | |||||
Rent expense for rental of office space | 12,000 | 12,000 | |||
Accounts payable | 17,750 | 13,750 | |||
Recognized general project cost expense | 8,000 | 12,000 | |||
Stuart Havenstrite [Member] | |||||
Relatted Party Transactions (Textual) | |||||
Recognized general project cost expense | $ 10,627 | $ 3,105 | |||
West C Street [Member] | |||||
Relatted Party Transactions (Textual) | |||||
Short-term loan amount | $ 25,000 | ||||
West C Street [Member] | Scenario, Forecast [Member] | |||||
Relatted Party Transactions (Textual) | |||||
Accrued interest | $ 438 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2010 | Dec. 31, 2009 | Dec. 31, 2016 | |
Commitments (Textual) | |||
Mining severance amount | $ 1,889 | ||
Interest and penalties | 148,845 | ||
Base annual salary | $ 120,000 | ||
Employment agreement, description | We entered into an employment agreement with Mr. Havenstrite as President of our company. The term of the agreement is for four years, expiring September 1, 2014, with automatic one-year extensions unless notice is given by either party. Mr. Havenstrite is required under the terms of the agreement to devote a minimum of 75% of his business time to the affairs of our company. Nevertheless, he may serve on the board of directors or serve as an officer of up to three companies not engaged in business which may reasonably compete with our business, provided that he would not be required to render any material services with respect to the operations or affairs of any other business which would exceed 25% of his entire business time. In spite of the minimum percentage of his time required in his employment agreement, Mr. Havenstrite currently devotes approximately 90% of his time, or approximately 50 hours per week, to our business and approximately 10%, or 5 hours per week, of his business time to Overhead Door Company of Sierra/Nevada, Inc., his overhead door business in Reno, Nevada. He does not anticipate devoting more than 20% of his time to the business of his overhead door company during the term of his employment contract with us. The annual base salary is $120,000 plus performance compensation of between 10% and 100% of the annual base salary based upon fulfillment of annual performance goals established by the Board of Directors or the Compensation Committee. | ||
Termination agreement, description | In the event we terminate the agreement without cause or if the agreement is constructively terminated by us, we have agreed to pay Mr. Havenstrite a severance package equal to three times the initial base salary if such termination occurs on or before August 31, 2011, and one and one-half times the largest annual base salary plus the largest annual performance compensation received by Mr. Havenstrite under the Agreement if such termination occurs after August 31, 2011, payable 75% within 30 days and the balance within 30 days of the first anniversary of the termination. | ||
January 2017 [Member] | |||
Commitments (Textual) | |||
Royalties payable amount | 3,354 | ||
Sales tax payable | 1,951 | ||
Due for 2016 [Member] | |||
Commitments (Textual) | |||
Interest and penalties | 69,292 | ||
Due for 2015 [Member] | |||
Commitments (Textual) | |||
Interest and penalties | $ 79,552 | ||
Moeller Family Trust [Member] | |||
Commitments (Textual) | |||
Annual payments to trust amount | $ 50,000 | ||
Percentage of royalty payments | 6.00% | ||
Moeller Family Trust [Member] | Minimum [Member] | Mining Properties and Mineral Rights [Member] | |||
Commitments (Textual) | |||
Percentage of royalty payments | 2.00% | ||
Moeller Family Trust [Member] | Maximum [Member] | Mining Properties and Mineral Rights [Member] | |||
Commitments (Textual) | |||
Percentage of royalty payments | 15.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 08, 2018 | Feb. 28, 2018 | Feb. 23, 2018 | Jun. 28, 2018 | Nov. 30, 2016 | Nov. 30, 2015 | Dec. 31, 2016 | Aug. 07, 2017 | Dec. 31, 2015 |
Subsequent Events (Textual) | |||||||||
Penalty shares | 300,000 | ||||||||
Adjusted balance of equipment | $ 4,039,887 | $ 4,584,394 | |||||||
Loss on impairment of equipment amount | 147,214 | ||||||||
Monthly payments for rental equipment | $ 6,900,000 | ||||||||
CAT equipment [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Mining equipment financed, description | The note payable due to CAT at the time of disposition was $960,585. On July 31, 2017, a new agreement was made with Wheeler Machinery and CAT financial for the return of four pieces of this equipment. While the equipment will temporarily remain in the possession of Wheeler Machinery, a new payment schedule was agreed upon which requires 10 equal payments of $39,934 beginning in October 2017. As of June 28, 2018, six of those payments have been made. | ||||||||
Equipment original cost | $ 1,500,888 | ||||||||
Accumulated depreciation | 339,487 | ||||||||
Adjusted balance of equipment | $ 1,161,402 | ||||||||
Wheeler Machinery [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Monthly payments for rental equipment | $ 39,009 | ||||||||
Forecast [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Convertible debt issued, shares | 4,500,000 | 6,625,000 | |||||||
Convertible promissory notes, description | The terms were changed for the 15% convertible promissory notes, convertible at $.70 per share, to two of the Company's minority shareholders. The notes, for a total due of $600,000 were amended changing the interest rate from 15% to 10% effective March 1, 2018 and allowing for accrued interest to be payable in full on May 31, 2019. The amendment further waives the default provision in the notes for past due interest. | ||||||||
Additional aggregate convertible debt | $ 500,000 | ||||||||
Convertible debt issued | $ 625,000 | $ 600,000 | |||||||
Forecast [Member] | Stock Offering [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Convertible debt issued, shares | 4,500,000 | ||||||||
Common stock sale of price | $ 0.40 | ||||||||
Common stock sale of shares | $ 1,600,000 | ||||||||
Proceeds from issuance of funds raised | $ 850,000 | ||||||||
Forecast [Member] | 2018 Plan [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Option authorized | 2,400,000 | ||||||||
Grant of an aggregate options | 2,400,000 | ||||||||
Exercisable per share | $ 0.40 | ||||||||
Debt termination, description | Terminate February 23, 2023. | ||||||||
Forecast [Member] | 2018 Plan [Member] | Rick Havenstrite [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Grant of an aggregate options | 1,000,000 | ||||||||
Forecast [Member] | 2018 Plan [Member] | Howard Crosby [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Grant of an aggregate options | 1,000,000 | ||||||||
Forecast [Member] | 2018 Plan [Member] | John Ryan [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Grant of an aggregate options | 200,000 | ||||||||
Forecast [Member] | 2018 Plan [Member] | Linde Havenstrite [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Grant of an aggregate options | 200,000 |