Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Entity Registrant Name | 'FIRMA HOLDINGS CORP. | ' |
Entity Central Index Key | '0001387054 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 88,112,330 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $131,916 | $76,758 |
Other receivables, net | 102,368 | 73,106 |
Prepaid assets | 107,500 | 114,425 |
Assets held for disposal, net | 29,262 | 29,262 |
Other current asset | 21,792 | 21,684 |
Total current assets | 392,838 | 315,235 |
Property, plant, equipment, mine development and land, net | 6,993,352 | 7,344,419 |
Intellectual property | 2,734,040 | ' |
Total assets | 10,120,230 | 7,659,654 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 1,896,031 | 1,410,281 |
Notes and other payables, current portion | 1,095,505 | 38,614 |
Convertible notes payable, net | 251,569 | 75,652 |
Due to related parties, net of due from | 1,404,435 | 1,517,615 |
Total current liabilities | 4,647,540 | 3,042,162 |
Notes and other payables, non-current portion | 1,018,553 | 28,005 |
Total liabilities | 5,666,093 | 3,070,167 |
Stockholders' equity: | ' | ' |
Common stock: $0.001 par value; authorized 200,000,000 shares; issued and outstanding 88,112,330 and 81,082,278 shares | 88,112 | 81,082 |
Additional paid-in capital | 38,868,520 | 37,191,859 |
Common stock payable | ' | 47,466 |
Accumulated deficit | -37,508,643 | -35,757,123 |
Accumulated other comprehensive loss | -182,737 | -167,584 |
Total Firma Holdings stockholders' equity | 1,265,252 | 1,395,700 |
Non-controlling interest | 3,188,885 | 3,193,787 |
Total stockholders' equity | 4,454,137 | 4,589,487 |
Total liabilities and stockholders' equity | $10,120,230 | $7,659,654 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 88,112,330 | 81,082,278 |
Common stock, shares outstanding | 88,112,330 | 81,082,278 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract] | ' | ' | ' | ' |
Mining revenues | ' | ' | $105,316 | ' |
Cost of revenue | ' | ' | ' | ' |
Gross margin | ' | ' | 105,316 | ' |
Exploration Expenses | 312,468 | 312,625 | 475,861 | 554,188 |
Operating, general, and administrative expenses | 637,162 | 997,486 | 1,190,422 | 1,788,077 |
Net operating loss | -949,630 | -1,310,111 | -1,560,967 | -2,342,265 |
Non-operating (loss) income: | ' | ' | ' | ' |
Interest income | 12,588 | 12,835 | 25,042 | 25,487 |
Interest expense | -60,338 | -1,864 | -186,681 | -203,879 |
Gain on debt due to extinguishment | ' | ' | 5,000 | ' |
Gain (loss) on disposal or sale of assets | 3,882 | ' | -50,676 | ' |
Settlement loss, net | ' | ' | ' | -861,996 |
Gain on bargain acquisition of ACM | ' | 3,496,857 | ' | 3,496,857 |
Other income | 99 | ' | 11,860 | 144 |
Total non-operating (loss) income | -43,769 | 3,507,828 | -195,455 | 2,456,613 |
Loss (gain) before income taxes | -993,399 | 2,197,717 | -1,756,422 | 114,348 |
Income tax provision | ' | -4,925,000 | ' | -4,925,000 |
Net loss | -993,399 | -2,727,283 | -1,756,422 | -4,810,652 |
Net loss attributable to non-controlling interest | 239 | 76,084 | 4,902 | 76,954 |
Net loss attributable to Firma Holdings' shareholders | -993,160 | -2,651,199 | -1,751,520 | -4,733,698 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Foreign currency translation (loss) income | -11,427 | 53,422 | -15,153 | 2,111 |
Total comprehensive loss | ($1,004,587) | ($2,597,777) | ($1,766,673) | ($4,731,587) |
Net loss per share, basic and diluted | ($0.01) | ($0.04) | ($0.02) | ($0.07) |
Weighted average number of shares, basic and diluted | 81,545,798 | 71,210,410 | 81,315,318 | 70,156,477 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss attributable to Firma Holdings' shareholders | ($1,751,520) | ($4,733,698) |
Adjustments to reconcile net loss to net cash: | ' | ' |
Depreciation and amortization | 146,835 | 150,115 |
Allowance for doubtful accounts | 51,968 | 39,432 |
Stock based compensation and stock bonuses | 59,645 | 59,645 |
Common stock issued for services and other expenses | ' | 117,000 |
Settlement loss, net | ' | 861,996 |
Non-controlling interest in net (loss) of consolidated subsidiaries | -4,902 | -76,954 |
Accretion of beneficial conversion feature and debt discount | 160,767 | 200,000 |
Loss on debt due to extinguishment and conversion | -5,000 | ' |
Deferred tax asset, net | ' | 4,925,000 |
Gain on bargain purchase of ACM | ' | -3,496,857 |
Other | 50,705 | ' |
Changes in current operating assets and liabilities: | ' | ' |
Other receivables, net | -23,029 | -54,976 |
Prepaid expenses | 6,925 | 43,700 |
Other assets | -108 | 67 |
Accounts payable and accrued expenses | 666,076 | 27,041 |
Net cash used in operating activities | -641,638 | -1,938,489 |
Cash flows from investing activities: | ' | ' |
Acquisition of property, plant, equipment, land and construction in progress | ' | -184,750 |
Acquisition of intellectual property | -547,412 | -399,926 |
Purchase of mining concession including mining deposits | ' | ' |
Net cash used in by investing activities | -547,412 | -584,676 |
Cash flows from financing activities: | ' | ' |
Cash from the sale of common stock | 1,295,102 | 2,050,000 |
Proceeds from notes payable | 110,000 | ' |
Payments towards notes payable | -32,561 | -15,475 |
Change in due to/from related parties, net | -113,180 | 837,689 |
Net cash provided by financing activities | 1,259,361 | 2,872,214 |
Effect of exchange rate changes on cash | -15,153 | 2,111 |
Net increase in cash | 55,158 | 351,160 |
Beginning of period cash balance | 76,758 | 906,663 |
End of period cash balance | 131,916 | 1,257,823 |
Supplemental Information: | ' | ' |
Interest paid | 3,172 | 3,740 |
Income taxes paid | ' | ' |
Non-cash Investing and Financing Transactions: | ' | ' |
Beneficial conversion value for convertible debt and financial instruments | 94,850 | ' |
Conversion of debt and Iron Ore Financial instrument to common stock, plus accrued interest | ' | 800,000 |
Acquisition of intellectual property through debt and options | 2,186,629 | ' |
Construction in progress reclassified to property, plant and equipment | ' | 112,582 |
Other | $47,466 | ' |
Nature_of_Business_and_Signifi
Nature of Business and Significant Accounting Policies | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Nature of Business and Significant Accounting Policies [Abstract] | ' | ||||||||
Nature of Business and Significant Accounting Policies | ' | ||||||||
Note 1. | Nature of Business and Significant Accounting Policies | ||||||||
Nature of business and principles of consolidation: | |||||||||
On June 3, 2014 the Company amended its Articles of Incorporation changing its name from Tara Minerals Corp. to Firma Holdings Corp. | |||||||||
The accompanying Condensed Consolidated Financial Statements of Firma Holdings Corp. (the "Company") should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Significant accounting policies disclosed therein have not changed, except as noted below. | |||||||||
Firma Holdings has two business segments: mining and agriculture. | |||||||||
The Company's mining segment consists of American Metal Mining and Adit Resources. The Company owns 99.9% of the common stock of American Metal Mining S.A. de C.V. ("AMM"), a Mexican corporation, and owns 87% of the common stock of Adit Resources Corp. ("Adit"). Adit in turns owns 99.99% of American Copper Mining, S.A. de C.V. ("ACM"), a Mexican corporation. All of Firma Holdings' operations in Mexico are conducted through AMM and ACM since Mexican law provides that only Mexican corporations are allowed to own mining properties. AMM's primary focus is on industrial minerals, e.g. gold, copper, zinc. Adit, through ACM, focuses on gold mining concessions. | |||||||||
The Company's agricultural segment consists of its wholly owned subsidiary Firma IP Corp., a Nevada corporation which was established in May 2014. | |||||||||
In these financial statements, references to "Company," "we," "our," and/or "us," refer to Firma Holdings Corp. and, unless the context indicates otherwise, its consolidated subsidiaries. | |||||||||
Firma Holdings is a subsidiary of Tara Gold Resources Corp. ("Tara Gold" or "the Company's Parent"). | |||||||||
The accompanying condensed consolidated financial statements and the related footnote information are unaudited. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets of the Company as of June 30, 2014 and December 31, 2013, the condensed consolidated results of its operations for the three and six months ended June 30, 2014 and 2013 and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. | |||||||||
The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. All significant inter-company balances and transactions have been eliminated in consolidation. | |||||||||
The reporting currency of the Company, Firma IP Corp., and Adit is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso. As a result, the financial statements of these subsidiaries have been re-measured from Mexican pesos into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for non-monetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with non-monetary assets and liabilities, and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency transaction gains and losses resulting from U.S. dollar denominated transactions are eliminated. The resulting re-measurement gain (loss) is recorded to other comprehensive gain (loss). | |||||||||
Current and historical exchange rates are not indicative of what future exchange rates will be and should not be construed as such. | |||||||||
Relevant exchange rates used in the preparation of the financial statements for AMM and ACM are as follows for the six months ended June 30, 2014 and 2013. Mexican pesos per one U.S. dollar: | |||||||||
30-Jun-14 | |||||||||
(Unaudited) | |||||||||
Current exchange rate | Ps. | 13.0002 | |||||||
Weighted average exchange rate for the six months ended | Ps. | 13.1171 | |||||||
30-Jun-13 | |||||||||
Current exchange rate | Ps. | 13.0235 | |||||||
Weighted average exchange rate for the six months ended | Ps. | 12.5565 | |||||||
The Company's significant accounting policies are: | |||||||||
Estimates | |||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. | |||||||||
Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts | |||||||||
Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16%. Under certain circumstances, these taxes are recoverable by filing a tax return and as determined by the Mexican taxing authority. Our allowance in association with our receivable from IVA from our Mexico subsidiary is based on our determination that the Mexican government may not allow the complete refund of these taxes. | |||||||||
Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary. | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
(Unaudited) | |||||||||
Allowance - recoverable value-added taxes | $ | 1,646,821 | $ | 1,597,407 | |||||
Allowance - other receivables | 350,987 | 348,433 | |||||||
Total | $ | 1,997,808 | $ | 1,945,840 | |||||
Bad debt expense was $51,968 and $39,432 during the six month period ending June 30, 2014 and 2013, respectively. | |||||||||
AMM received refunds of $40,489 for IVA taxes during January and February 2014. | |||||||||
Reclamation and remediation costs (asset retirement obligations) | |||||||||
Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs. | |||||||||
Future remediation costs for reprocessing plant and buildings are accrued based on management's best estimate, at the end of each period, of the undiscounted costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing remediation, maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. There were no reclamation and remediation costs incurred or accrued as of June 30, 2014 and 2013. | |||||||||
Income taxes | |||||||||
Income taxes are provided for using the asset and liability method of accounting in accordance with the Income Taxes Topic of the Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC"). Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized by management. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realization of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, management continually assesses the carrying value of our net deferred tax assets. | |||||||||
Fair Value Accounting | |||||||||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||
The three levels of the fair value hierarchy are described below: | |||||||||
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||
Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||||||||
Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||||||||
Recently Adopted and Recently Issued Accounting Guidance | |||||||||
Issued | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |||||||||
Adopted | |||||||||
In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-10, "Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, "Consolidation" ("ASU 2014-10"). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from accounting principles generally accepted in the United States of America ("U.S. GAAP"). In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for these unaudited condensed consolidated financial statements. | |||||||||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC, did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. |
Property_Plant_Equipment_Mine_
Property, Plant, Equipment, Mine Development and Land, Net | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Property, Plant, Equipment, Mine Development and Land, Net [Abstract] | ' | ||||||||||||
Property, Plant, Equipment, Mine Development and Land, Net | ' | ||||||||||||
Note 2. | Property, Plant, Equipment, Mine Development and Land, Net | ||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||
(Unaudited) | |||||||||||||
Land | $ | 19,590 | $ | 19,590 | |||||||||
Mining concessions: | |||||||||||||
Pilar (a) | 710,172 | 710,172 | |||||||||||
Don Roman (See Note 5) | 521,739 | 521,739 | |||||||||||
Las Nuvias | 100,000 | 100,000 | |||||||||||
Centenario | 635,571 | 635,571 | |||||||||||
La Palma | 80,000 | 80,000 | |||||||||||
La Verde | 60,000 | 60,000 | |||||||||||
Dixie Mining District | 650,000 | 650,000 | |||||||||||
Picacho Groupings | 1,571,093 | 1,571,093 | |||||||||||
Mining concessions | 4,328,575 | 4,328,575 | |||||||||||
Property, plant and equipment | 3,883,793 | 4,142,245 | |||||||||||
8,231,958 | 8,490,410 | ||||||||||||
Less - accumulated depreciation | (1,238,606 | ) | (1,145,991 | ) | |||||||||
$ | 6,993,352 | $ | 7,344,419 | ||||||||||
Pilar, Don Roman, Las Nuvias, Centenario, La Palma and La Verde properties are located in Mexico and are known as the Don Roman Groupings. | |||||||||||||
The Picacho and Picacho Fractions are located in Mexico and are known as the Picacho Groupings. | |||||||||||||
a. | In January 2007, the Company acquired the Pilar de Mocoribo Prospect ("Pilar") from Tara Gold for $739,130 plus $115,737 of value-added tax (as amended). The Company owes $535,659 for this mining concession (including the applicable value-added tax). | ||||||||||||
In accordance with the Interest Topic of FASB ASC, the future payments of the total payment amount of $739,130 have been discounted using the incremental borrowing rate of 5.01%. As of June 30, 2014, the present value of future payments is as follows: | |||||||||||||
Debt | IVA | Total | |||||||||||
Total remaining debt | $ | 486,739 | $ | 77,878 | $ | 564,617 | |||||||
Imputed interest | (28,958 | ) | - | (28,958 | ) | ||||||||
Present value of debt | $ | 457,781 | $ | 77,878 | $ | 535,659 |
Intellectual_Property_Purchase
Intellectual Property Purchase Agreement | 6 Months Ended | ||
Jun. 30, 2014 | |||
Intellectual Property Purchase Agreement [Abstract] | ' | ||
Intellectual Property Purchase Agreement | ' | ||
Note 3. | Intellectual Property Purchase Agreement | ||
On May 28, 2014 the Company entered into an agreement with FreshTec, Inc. which provides for the Company to acquire technology which can be used for the preservation and protection of fresh fruit, vegetables and flowers during extended periods of shipping and storage. The technology is comprised of patents, trademarks and other intellectual property pertaining to systems and methods for packaging bulk quantities of fresh produce and flowers incorporating modified atmosphere packaging. | |||
The technology, currently named SmartPac, will be made available to growers, packers and end-users for the packing, storage and shipment of bulk quantities of produce. | |||
The purchase price for the SmartPac technology is allocated among the following territories: | |||
· | United States, Mexico and Canada | ||
· | European Union | ||
· | All other countries | ||
In addition to the terms described below to acquire the territories, the agreement provided a stock option to FreshTec, Inc. for 1,000,000 shares of the Company's common stock, which vest immediately and have a term of 1 year. | |||
The value of the intellectual property purchased follows the guidance as prescribed by both the Intangibles and Business Combinations Topics of the FASB ASC which focuses on capturing the transactional costs of an asset acquisition. As such we have valued the intellectual property based on the hard costs and stock option value of the contract plus legal fees directly related to the purchase. Excluded from the valuation are items that are solely dependent on selling units of the SmartPac product. Such payments are only payable should a unit be sold. | |||
A. | To acquire the rights for the United States, Mexico and Canada, the Company has paid or must pay FreshTec: | ||
(i) | $500,000 at closing. | ||
(ii) | $0.25 for each SmartPac unit sold in the United States or Mexico by the Company plus 50% of the Net Royalties received by the Company from licensing the rights to use the technology in the United States, Mexico and Canada until such time as FreshTec is paid $14,500,000, | ||
(iii) | during the six month period following the closing of the transaction, and until the Company has paid FreshTec $1,000,000, 25% of the Net Royalties received by the Company from any licensee having the right to sell SmartPac units in the United States, Mexico or Canada, and | ||
(iv) | after the royalties paid to FreshTec equal $14,500,000, $0.15 for each SmartPac unit sold by the Company in the United States, Mexico or Canada plus 25% of the Net Royalties received by the Company from licensing the rights to use the technology in the United States, Mexico and Canada. | ||
On prior to the end of the fifteen-year period commencing on the closing date of the transaction, if the Company has not paid FreshTec royalties of $14,500,000, the Company may, at its option, either pay to FreshTec the difference between $14,500,000 and the royalties paid to FreshTec, or re-convey to FreshTec the rights for the United States, Mexico and Canada. | |||
B. | To acquire the rights to countries in the European Union the Company must pay to FreshTec: | ||
(i) | no later than six months after the closing of the transaction, $1,000,000, less any amounts paid pursuant to A. (iii) above and B. (ii) and (iii) below, or re-convey to FreshTec the rights for the European Union, | ||
(ii) | $0.25 for each SmartPac unit sold in the European Union by the Company plus 50% of the Net Royalties received by the Company from licensing the rights to use the technology in the European Union until such time as FreshTec is paid $14,000,000, and | ||
(iii) | after the royalties paid to FreshTec equal $14,000,000, $0.15 for each SmartPac unit sold by the Company in the European Union plus 25% of the Net Royalties received by the Company from licensing the rights to use the technology in the European Union. | ||
If the Company exercises its right to re-convey the technology pursuant to B. (i) above, FreshTec is required to pay to the Company any amounts spent by the Company on maintaining or pursuing any patents pertaining to the countries in the European Union and refund to the Company any amounts paid to FreshTec pursuant to A (iii). | |||
C. | To acquire the rights to all other countries the Company must pay FreshTec: | ||
(i) | no later than eighteen months after the closing of the transaction, $1,000,000, less any amounts paid pursuant to C. (ii) and (iii) below, or re-convey to FreshTec the rights for the other countries, | ||
(ii) | $0.25 for each SmartPac unit sold in the other countries by the Company plus 50% of the Net Royalties received by the Company from licensing the rights to use the technology in the other countries until such time as FreshTec is paid $9,000,000, and | ||
(iii) | after the royalties paid to FreshTec equal $9,000,000, $0.15 for each SmartPac unit sold by the Company in the other countries plus 25% of the Net Royalties received by the Company from licensing the rights to use the technology in the other countries. | ||
If the Company exercises its right to re-convey the technology pursuant to C. (i) above, FreshTec is required to pay to the Company any amounts spent by the Company on maintaining or pursuing any patents pertaining to the other countries. | |||
When the last patent pertaining to the SmartPac technology expires, the royalty payable to FreshTec will be reduced to $0.075 for each SmartPac unit sold and the Company will no longer be obligated to pay FreshTec any Net Royalties. | |||
For purpose of the agreement: | |||
The term "Net Royalties" means amounts collected from licensing the SmartPac technology to third parties, less (i) costs and expenses incurred in connection with the licensing transaction; (ii) amounts refunded to a licensee; (iii) sale and other excise taxes, use taxes, tariffs, export license fees and duties; and (iv) commissions paid in connection with the licensing transaction. Net Royalties do not include any amount received for sales of SmartPac units by any licensee. |
Notes_Payable_and_Convertible_
Notes Payable and Convertible Notes Payable, Net | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Notes Payable and Convertible Notes Payable, Net [Abstract] | ' | ||||||||||||||||||||||||
Notes Payable and Convertible Notes Payable, Net | ' | ||||||||||||||||||||||||
Note 4. | Notes Payable and Convertible Notes Payable, Net | ||||||||||||||||||||||||
The following table represents the outstanding balance of notes payable and convertible notes payable. | |||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Auto loans | $ | 44,058 | $ | 66,619 | |||||||||||||||||||||
Notes payable | 70,000 | - | |||||||||||||||||||||||
Convertible notes payable, net | 251,569 | 75,652 | |||||||||||||||||||||||
FreshTec required payments (See Note 2) | 2,000,000 | - | |||||||||||||||||||||||
2,365,627 | 142,271 | ||||||||||||||||||||||||
Less - current portion | (1,095,505 | ) | (38,614 | ) | |||||||||||||||||||||
Less - current portion convertible notes payable, net | (251,569 | ) | -75,652 | ||||||||||||||||||||||
Total - non-current portion | $ | 1,018,553 | $ | 28,005 | |||||||||||||||||||||
During the six months ended June 30, 2014 the Company converted balances with two vendors to notes payable in the amount of $80,000 and recognized a gain on debt extinguishment in the amount of $5,000. The balance as of June 30, 2014 is $70,000 and is still outstanding. | |||||||||||||||||||||||||
During the year ended December 31, 2013 the Company raised $150,000 through the sale of a convertible note. The note payable was due in February 2014, extended to July 2014 and again extended until July 2015; bears interest of 16% per year and can be converted to the Company's stock at $0.10 per share. The beneficial conversion feature of the note payable was determined to be $120,000 of which $120,000 was amortized as of June 30, 2014. Interest expense related to the convertible note was $14,000 as of June 30, 2014. | |||||||||||||||||||||||||
During the six months ended June 30, 2014 the Company raised $60,000 through the sale of a convertible note. The note payable due in May extended to July 2014 and again extended until July 2015; can be converted to the Company's stock at $0.10 per share. The beneficial conversion feature of the note payable was determined to be $60,000 of which $60,000 was amortized as of June 30, 2014. Interest expense related to the convertible note was $5,000 as of June 30, 2014. | |||||||||||||||||||||||||
During the six months ended June 30, 2014 the Company raised $50,000 through the sale of a convertible note. The note payable is due in July 2014 but extended to July 2015 and can be converted to the Company's stock at $0.10 per share. The beneficial conversion feature of the note payable was determined to be $34,850 of which $26,419 was amortized as of June 30, 2014. Interest expense related to the convertible note was $3,000 as of June 30, 2014. | |||||||||||||||||||||||||
The five year maturity schedule for notes payable and convertible notes payable, net is presented below for the year's ending June 30, (unaudited): | |||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Total | ||||||||||||||||||||
Auto loans | $ | 25,505 | $ | 5,781 | $ | 6,005 | $ | 6,237 | $ | 530 | $ | 44,058 | |||||||||||||
Note payables | 70,000 | - | - | - | - | 70,000 | |||||||||||||||||||
Convertible note payable, net | 251,569 | - | - | - | - | 251,569 | |||||||||||||||||||
FreshTec required payments (See | 1,000,000 | - | 1,000,000 | - | - | 2,000,000 | |||||||||||||||||||
Note 3) | |||||||||||||||||||||||||
Total | $ | 1,347,074 | $ | 5,781 | $ | 1,006,005 | $ | 6,237 | $ | 530 | $ | 2,365,627 |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Related Party Transactions [Abstract] | ' | |||||||||
Related Party Transactions | ' | |||||||||
Note 5. | Related Party Transactions | |||||||||
30-Jun-14 | 31-Dec-13 | |||||||||
(Unaudited) | ||||||||||
Due from related parties | $ | 116,417 | $ | 221,592 | ||||||
Due to related parties | (1,520,852 | ) | (1,739,207 | ) | ||||||
$ | (1,404,435 | ) | $ | (1,517,615 | ) | |||||
All transactions with related parties have occurred in the normal course of operations. Mexico based related party transactions are measured at the appropriate foreign exchange amount. | ||||||||||
In January 2007, Corporacion Amermin S.A. de C.V. ("Amermin"), a subsidiary of Tara Gold, made the arrangements to purchase Pilar, Don Roman and Las Nuvias properties listed in Note 3 (part of the Don Roman Groupings) and sold the concessions to AMM. At June 30, 2014, Amermin has paid the original note holder in full and AMM owes Amermin $535,659 for the Pilar mining concession and $211,826 for the Don Roman mining concession. | ||||||||||
As of June 30, 2014, Tara Gold had loaned AMM $1,031,961 at 0% interest, due on demand. | ||||||||||
As of June 30, 2014, Tara Gold owed the Company a total of $258,595 at 0% interest, due on demand. | ||||||||||
The following are intercompany transactions that eliminate during the consolidation of these financial statements: | ||||||||||
During 2012, the Company issued Adit six promissory notes for $4,286,663. During 2013, the Company issued Adit one promissory note for $610,000. These notes are unsecured, bear interest at U.S. prime rate plus 3.25% per year and are due and payable between August 2014 and June 2015. As of June 30, 2014, s owed Adit $5,492,462 in interest and principal. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | |
Jun. 30, 2014 | ||
Stockholders' Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
Note 6. | Stockholders' Equity | |
During the year ended December 31, 2013, the Company received mine safety services and trainings valued at $47,466 paid with 213,047 shares of the Company's common stock valued at $0.22 per share. These shares were issued in June 2014. | ||
In May 2014, the Company sold 5,000,000 units in a private offering for $750,000 in cash, or $0.15 per unit. Each unit consisted of one share of the Company's common stock and one warrant. Two warrants entitle the holder to purchase one share of common stock at a price of $0.35 per share at any time on or before May 1, 2016. | ||
In May 2014, the Company sold 1,817,005 shares in a private offering for $545,103 in cash, or $0.30 per unit. |
Options
Options | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Options [Abstract] | ' | ||||||||||||||||
Options | ' | ||||||||||||||||
Note 7. | Options | ||||||||||||||||
Firma Holdings has the following incentive plans which are registered under a Form S-8: | |||||||||||||||||
· Incentive Stock Option Plan | |||||||||||||||||
· Nonqualified Stock Option Plan | |||||||||||||||||
· Stock Bonus Plan | |||||||||||||||||
There have been no issuances under the Company's plans in 2014. | |||||||||||||||||
On October 28, 2009, Adit adopted the following incentive plans which have not been registered: | |||||||||||||||||
· Incentive Stock Option Plan | |||||||||||||||||
· Nonqualified Stock Option Plan | |||||||||||||||||
· Stock Bonus Plan | |||||||||||||||||
There have been no issuances under the Adit plans in 2014. | |||||||||||||||||
On May 28, 2014 the Company entered into an agreement with FreshTec, Inc. which provides for the Company to acquire technology which can be used for the preservation and protection of fresh fruit, vegetables and flowers during extended periods of shipping and storage. As part of the terms of the agreement the Company provided stock options to FreshTec, Inc. for 1,000,000 shares of the Company's common stock at an exercise price of $0.30 per share, which vest immediate and have a term of 1 year. The stock options were valued at $186,640 using the Black-Scholes option pricing model. The options were valued using the following significant assumptions: a risk free interest rate of 0.11%, expected life of 0.50 years, stock price volatility of 279.94%, and expected dividend yield of zero. | |||||||||||||||||
The fair value of each award discussed above is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on volatilities from the Company's traded common stock. The expected term of the award granted is usually estimated at half of the contractual term as noted in the individual agreements, unless the life is one year or less based upon management's assessment of known factors, and represents the period of time that management anticipates awards granted to be outstanding. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury bond rate in effect at the time of the grant for bonds with maturity dates at the estimated term of the options. Historically the Company has had no forfeitures of options or warrants; therefore, the Company uses a zero forfeiture rate. | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Expected volatility | 279.94% | 218.84% | |||||||||||||||
Weighted-average volatility | 279.94% | 218.84% | |||||||||||||||
Expected dividends | 0 | 0 | |||||||||||||||
Expected term (in years) | 0.5 | 2 | |||||||||||||||
Risk-free rate | 0.06% | 0.22% | |||||||||||||||
A summary of option activity under the plans as of June 30, 2014 and changes during the period then ended is presented below: | |||||||||||||||||
Vested Options | Shares Issuable | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||
Upon Exercise of | Exercise Price | Remaining | Intrinsic | ||||||||||||||
Options | Contractual Term | Value | |||||||||||||||
Outstanding at December 31, 2013 | 2,750,000 | $ | 0.24 | ||||||||||||||
Granted | 1,000,000 | 0.3 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||
Outstanding at June 30, 2014 | 3,750,000 | $ | 0.25 | 1.5 | $ | 238,000 | |||||||||||
Exercisable at June 30, 2014 | 3,590,000 | $ | 0.23 | 1.5 | $ | 238,000 | |||||||||||
Non-vested Options | Options | Weighted-Average | |||||||||||||||
Grant-Date Fair Value | |||||||||||||||||
Non-vested at December 31, 2013 | 410,000 | $ | 0.48 | ||||||||||||||
Granted | 1,000,000 | 0.3 | |||||||||||||||
Vested | (1,250,000 | ) | (0.13 | ) | |||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||
Non-vested at June 30, 2014 | 160,000 | $ | 0.21 | ||||||||||||||
A summary of warrant activity as of June 30, 2014 (unaudited) and changes during the period then ended is presented below: | |||||||||||||||||
Warrants | Shares | Weighted-Average | |||||||||||||||
Exercise Price | Weighted-Average Remaining | Aggregate | |||||||||||||||
Contractual Term | Intrinsic Value | ||||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | ||||||||||||||
Granted | 5,000,000 | 0.35 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited, cancelled or expired | - | - | |||||||||||||||
Outstanding at June 30, 2014 | 5,000,000 | $ | 0.35 | 2 | $ | - | |||||||||||
Exercisable at June 30, 2014 | 5,000,000 | $ | 0.35 | 2 | $ | - | |||||||||||
All warrants vest upon issuance. |
Noncontrolling_Interest
Non-controlling Interest | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Non-controlling Interest [Abstract] | ' | ||||||||
Non-controlling Interest | ' | ||||||||
Note 8. | Non-controlling Interest | ||||||||
All non-controlling interest of the Company is a result of the Company's subsidiaries stock movement and results of operations. Cumulative results of these activities results in: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
(Unaudited) | |||||||||
Common stock for cash | $ | 1,999,501 | $ | 1,999,501 | |||||
Common stock for services | 95,215 | 95,215 | |||||||
Exploration expenses paid for in subsidiary common stock | 240,000 | 240,000 | |||||||
Stock based compensation | 1,374,880 | 1,374,880 | |||||||
Cumulative net loss attributable to non-controlling interest | (20,717 | ) | (15,815 | ) | |||||
Treasury stock | (500,000 | ) | (500,000 | ) | |||||
Other | 6 | 6 | |||||||
Total non-controlling interest | $ | 3,188,885 | $ | 3,193,787 | |||||
A summary of activity as of June 30, 2014 (unaudited) and changes during the period then ended is presented below: | |||||||||
Non-controlling interest at December 31, 2013 | $ | 3,193,787 | |||||||
Net income attributable to non-controlling interest | (4,902 | ) | |||||||
Non-controlling interest at June 30, 2014 | $ | 3,188,885 |
Fair_Value
Fair Value | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value [Abstract] | ' | ||||||||||||||||
Fair Value | ' | ||||||||||||||||
Note 9. | Fair Value | ||||||||||||||||
In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
Fair Value at June 30, 2014 | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Intellectual property | $ | 2,734,040 | $ | - | $ | - | $ | 2,734,040 | |||||||||
Liabilities: | |||||||||||||||||
Beneficial conversion feature of note (See Note 4) | $ | 8,431 | $ | 8,431 | $ | - | $ | - | |||||||||
Fair Value at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Fair market value of ACM's net identifiable assets acquired | $ | 1,589,000 | $ | - | $ | - | $ | 1,589,000 | |||||||||
Liabilities: | |||||||||||||||||
Beneficial conversion feature of note (See Note 4) | $ | 74,348 | $ | 74,348 | $ | - | $ | - |
Segment_Reporting
Segment Reporting | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segment Reporting | ' | ||||||||
Note 10. | Segment Reporting | ||||||||
The Company's operating segments are strategic business units that offer different products and services. For the six months ended June 30, 2014, operating segments of the Company are agriculture and mining. The agriculture segment consists of the Company's intellectual property related to the "SmartPac" product and the mining segment consists of gold and industrial metal mining concessions in Mexico and the United States. The agriculture segment became a reportable entity as of June 30, 2014 and was not in existence as of June 30, 2013. | |||||||||
June 30, 2014 (unaudited) | Agriculture | Mining | |||||||
Gross profit from external customers | $ | - | $ | 105,316 | |||||
Exploration expenses | - | (475,861 | ) | ||||||
Operating, general, and administrative expenses | (16,331 | ) | (363,252 | ) | |||||
Compensation expense | - | (99,945 | ) | ||||||
Professional fees | (16,331 | ) | (84,361 | ) | |||||
Depreciation and amortization | - | (146,835 | ) | ||||||
Segment operating income (loss) before taxes and discontinued | $ | (32,662 | ) | $ | (1,064,938 | ) | |||
operations | |||||||||
Revenues | 30-Jun-14 | ||||||||
(unaudited) | |||||||||
Total revenues from reportable segments | $ | 105,316 | |||||||
Total other revenues | - | ||||||||
Total corporate revenues | - | ||||||||
Elimination of intercompany corporate revenues | - | ||||||||
Total consolidated revenues | $ | 105,316 | |||||||
Profit or Loss | |||||||||
Total loss from reportable segments | $ | (1,097,601 | ) | ||||||
Other loss | (17,689 | ) | |||||||
Elimination of intercompany expense | - | ||||||||
Unallocated amounts: | |||||||||
Elimination of intercompany corporate revenues | - | ||||||||
Corporate expenses | (641,132 | ) | |||||||
Loss on discontinued operations | - | ||||||||
Non-controlling interest | 4,902 | ||||||||
Net loss before taxes | $ | (1,751,520 | ) | ||||||
Assets | |||||||||
Total assets for agriculture segment | $ | 2,734,040 | |||||||
Total assets for mining segment | 7,248,228 | ||||||||
Corporate assets | 137,962 | ||||||||
Other unallocated amounts | - | ||||||||
Consolidated total | $ | 10,120,230 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses agriculture segment | $ | 42,457 | |||||||
Accounts payable and accrued expenses mining segment | 2,359,343 | ||||||||
Notes payable agriculture segment | 2,000,000 | ||||||||
Notes payable mining segment | 11,508 | ||||||||
Corporate accounts payable and accrued expense | 898,666 | ||||||||
Corporate notes payable | 354,119 | ||||||||
Consolidated total | $ | 5,666,090 |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||
Jun. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
Note 11. | Subsequent Events | ||
· | In July 2014, the Company sold 2,500,000 shares in a private offering for $750,000 in cash, or $0.30 per unit. Shares have not been issued as of August 14, 2014. | ||
· | As of July 2014, three convertible notes with maturities in July 2014 were extended to 2015. | ||
· | In July 2014, the Company entered into a note receivable agreement to loan up to $500,000 to a third party to move agriculture division forward. The loan carries interest of 20%, an 8% loan fee, and is either 60 days from loan funding or payment of product by a customer. | ||
Nature_of_Business_and_Signifi1
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Nature of Business and Significant Accounting Policies [Abstract] | ' | ||||||||
Nature of business and principles of consolidation | ' | ||||||||
Nature of business and principles of consolidation: | |||||||||
On June 3, 2014 the Company amended its Articles of Incorporation changing its name from Tara Minerals Corp. to Firma Holdings Corp. | |||||||||
The accompanying Condensed Consolidated Financial Statements of Firma Holdings Corp. (the "Company") should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Significant accounting policies disclosed therein have not changed, except as noted below. | |||||||||
Firma Holdings has two business segments: mining and agriculture. | |||||||||
The Company's mining segment consists of American Metal Mining and Adit Resources. The Company owns 99.9% of the common stock of American Metal Mining S.A. de C.V. ("AMM"), a Mexican corporation, and owns 87% of the common stock of Adit Resources Corp. ("Adit"). Adit in turns owns 99.99% of American Copper Mining, S.A. de C.V. ("ACM"), a Mexican corporation. All of Firma Holdings' operations in Mexico are conducted through AMM and ACM since Mexican law provides that only Mexican corporations are allowed to own mining properties. AMM's primary focus is on industrial minerals, e.g. gold, copper, zinc. Adit, through ACM, focuses on gold mining concessions. | |||||||||
The Company's agricultural segment consists of its wholly owned subsidiary Firma IP Corp., a Nevada corporation which was established in May 2014. | |||||||||
In these financial statements, references to "Company," "we," "our," and/or "us," refer to Firma Holdings Corp. and, unless the context indicates otherwise, its consolidated subsidiaries. | |||||||||
Firma Holdings is a subsidiary of Tara Gold Resources Corp. ("Tara Gold" or "the Company's Parent"). | |||||||||
The accompanying condensed consolidated financial statements and the related footnote information are unaudited. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets of the Company as of June 30, 2014 and December 31, 2013, the condensed consolidated results of its operations for the three and six months ended June 30, 2014 and 2013 and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. | |||||||||
The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. All significant inter-company balances and transactions have been eliminated in consolidation. | |||||||||
The reporting currency of the Company, Firma IP Corp., and Adit is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso. As a result, the financial statements of these subsidiaries have been re-measured from Mexican pesos into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for non-monetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with non-monetary assets and liabilities, and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency transaction gains and losses resulting from U.S. dollar denominated transactions are eliminated. The resulting re-measurement gain (loss) is recorded to other comprehensive gain (loss). | |||||||||
Current and historical exchange rates are not indicative of what future exchange rates will be and should not be construed as such. | |||||||||
Relevant exchange rates used in the preparation of the financial statements for AMM and ACM are as follows for the six months ended June 30, 2014 and 2013. Mexican pesos per one U.S. dollar: | |||||||||
30-Jun-14 | |||||||||
(Unaudited) | |||||||||
Current exchange rate | Ps. | 13.0002 | |||||||
Weighted average exchange rate for the six months ended | Ps. | 13.1171 | |||||||
30-Jun-13 | |||||||||
Current exchange rate | Ps. | 13.0235 | |||||||
Weighted average exchange rate for the six months ended | |||||||||
Estimates | ' | ||||||||
Estimates | |||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. | |||||||||
Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts | ' | ||||||||
Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts | |||||||||
Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16%. Under certain circumstances, these taxes are recoverable by filing a tax return and as determined by the Mexican taxing authority. Our allowance in association with our receivable from IVA from our Mexico subsidiary is based on our determination that the Mexican government may not allow the complete refund of these taxes. | |||||||||
Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary. | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
(Unaudited) | |||||||||
Allowance - recoverable value-added taxes | $ | 1,646,821 | $ | 1,597,407 | |||||
Allowance - other receivables | 350,987 | 348,433 | |||||||
Total | $ | 1,997,808 | $ | 1,945,840 | |||||
Bad debt expense was $51,968 and $39,432 during the six month period ending June 30, 2014 and 2013, respectively. | |||||||||
AMM received refunds of $40,489 for IVA taxes during January and February 2014. | |||||||||
Reclamation and remediation costs (asset retirement obligations) | ' | ||||||||
Reclamation and remediation costs (asset retirement obligations) | |||||||||
Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs. | |||||||||
Future remediation costs for reprocessing plant and buildings are accrued based on management's best estimate, at the end of each period, of the undiscounted costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing remediation, maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. There were no reclamation and remediation costs incurred or accrued as of June 30, 2014 and 2013. | |||||||||
Income taxes | ' | ||||||||
Income taxes | |||||||||
Income taxes are provided for using the asset and liability method of accounting in accordance with the Income Taxes Topic of the Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC"). Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized by management. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realization of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, management continually assesses the carrying value of our net deferred tax assets. | |||||||||
Fair Value Accounting | ' | ||||||||
Fair Value Accounting | |||||||||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||
The three levels of the fair value hierarchy are described below: | |||||||||
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||
Level 2 | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||||||||
Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||||||||
Recently Adopted and Recently Issued Accounting Guidance | ' | ||||||||
Recently Adopted and Recently Issued Accounting Guidance | |||||||||
Issued | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |||||||||
Adopted | |||||||||
In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-10, "Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, "Consolidation" ("ASU 2014-10"). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from accounting principles generally accepted in the United States of America ("U.S. GAAP"). In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for these unaudited condensed consolidated financial statements. | |||||||||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC, did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. |
Nature_of_Business_and_Signifi2
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Nature of Business and Significant Accounting Policies [Abstract] | ' | ||||||||
Summary of Exchange Rates | ' | ||||||||
Relevant exchange rates used in the preparation of the financial statements for AMM and ACM are as follows for the six months ended June 30, 2014 and 2013. Mexican pesos per one U.S. dollar: | |||||||||
30-Jun-14 | |||||||||
(Unaudited) | |||||||||
Current exchange rate | Ps. | 13.0002 | |||||||
Weighted average exchange rate for the six months ended | Ps. | 13.1171 | |||||||
30-Jun-13 | |||||||||
Current exchange rate | Ps. | 13.0235 | |||||||
Weighted average exchange rate for the six months ended | Ps. | 12.5565 | |||||||
Schedule of Allowances of Receivables | ' | ||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
(Unaudited) | |||||||||
Allowance - recoverable value-added taxes | $ | 1,646,821 | $ | 1,597,407 | |||||
Allowance - other receivables | 350,987 | 348,433 | |||||||
Total | $ | 1,997,808 | $ | 1,945,840 |
Property_Plant_Equipment_Mine_1
Property, Plant, Equipment, Mine Development and Land, Net (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Property, Plant and Equipment [Line Items] | ' | ||||||||||||
Schedule of Property, Plant, Equipment, Mine Development, Land and Construction in Progress | ' | ||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||
(Unaudited) | |||||||||||||
Land | $ | 19,590 | $ | 19,590 | |||||||||
Mining concessions: | |||||||||||||
Pilar (a) | 710,172 | 710,172 | |||||||||||
Don Roman (See Note 5) | 521,739 | 521,739 | |||||||||||
Las Nuvias | 100,000 | 100,000 | |||||||||||
Centenario | 635,571 | 635,571 | |||||||||||
La Palma | 80,000 | 80,000 | |||||||||||
La Verde | 60,000 | 60,000 | |||||||||||
Dixie Mining District | 650,000 | 650,000 | |||||||||||
Picacho Groupings | 1,571,093 | 1,571,093 | |||||||||||
Mining concessions | 4,328,575 | 4,328,575 | |||||||||||
Property, plant and equipment | 3,883,793 | 4,142,245 | |||||||||||
8,231,958 | 8,490,410 | ||||||||||||
Less - accumulated depreciation | (1,238,606 | ) | (1,145,991 | ) | |||||||||
$ | 6,993,352 | $ | 7,344,419 | ||||||||||
Schedule of Note Payable Instruments | ' | ||||||||||||
As of June 30, 2014, the present value of future payments is as follows: | |||||||||||||
Debt | IVA | Total | |||||||||||
Total remaining debt | $ | 486,739 | $ | 77,878 | $ | 564,617 | |||||||
Imputed interest | (28,958 | ) | - | (28,958 | ) | ||||||||
Present value of debt | $ | 457,781 | $ | 77,878 | $ | 535,659 |
Notes_Payable_and_Convertible_1
Notes Payable and Convertible Notes Payable, Net (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Notes Payable and Convertible Notes Payable, Net [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Notes Payable | ' | ||||||||||||||||||||||||
The following table represents the outstanding balance of notes payable and convertible notes payable. | |||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Auto loans | $ | 44,058 | $ | 66,619 | |||||||||||||||||||||
Notes payable | 70,000 | - | |||||||||||||||||||||||
Convertible notes payable, net | 251,569 | 75,652 | |||||||||||||||||||||||
FreshTec required payments (See Note 2) | 2,000,000 | - | |||||||||||||||||||||||
2,365,627 | 142,271 | ||||||||||||||||||||||||
Less - current portion | (1,095,505 | ) | (38,614 | ) | |||||||||||||||||||||
Less - current portion convertible notes payable, net | (251,569 | ) | -75,652 | ||||||||||||||||||||||
Total - non-current portion | $ | 1,018,553 | $ | 28,005 | |||||||||||||||||||||
Five Year Maturity Schedule for Notes Payable | ' | ||||||||||||||||||||||||
The five year maturity schedule for notes payable and convertible notes payable, net is presented below for the year's ending June 30, (unaudited): | |||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Total | ||||||||||||||||||||
Auto loans | $ | 25,505 | $ | 5,781 | $ | 6,005 | $ | 6,237 | $ | 530 | $ | 44,058 | |||||||||||||
Note payables | 70,000 | - | - | - | - | 70,000 | |||||||||||||||||||
Convertible note payable, net | 251,569 | - | - | - | - | 251,569 | |||||||||||||||||||
FreshTec required payments (See | 1,000,000 | - | 1,000,000 | - | - | 2,000,000 | |||||||||||||||||||
Note 3) | |||||||||||||||||||||||||
Total | $ | 1,347,074 | $ | 5,781 | $ | 1,006,005 | $ | 6,237 | $ | 530 | $ | 2,365,627 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Related Party Transactions [Abstract] | ' | |||||||||
Schedule of Related Party Transactions | ' | |||||||||
30-Jun-14 | 31-Dec-13 | |||||||||
(Unaudited) | ||||||||||
Due from related parties | $ | 116,417 | $ | 221,592 | ||||||
Due to related parties | (1,520,852 | ) | (1,739,207 | ) | ||||||
$ | (1,404,435 | ) | $ | (1,517,615 | ) |
Options_Tables
Options (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Options [Abstract] | ' | ||||||||||||||||
Summary of Fair Value Assumptions | ' | ||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Expected volatility | 279.94% | 218.84% | |||||||||||||||
Weighted-average volatility | 279.94% | 218.84% | |||||||||||||||
Expected dividends | 0 | 0 | |||||||||||||||
Expected term (in years) | 0.5 | 2 | |||||||||||||||
Risk-free rate | 0.06% | 0.22% | |||||||||||||||
Summary of Option Activity | ' | ||||||||||||||||
A summary of option activity under the plans as of June 30, 2014 and changes during the period then ended is presented below: | |||||||||||||||||
Vested Options | Shares Issuable | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||
Upon Exercise of | Exercise Price | Remaining | Intrinsic | ||||||||||||||
Options | Contractual Term | Value | |||||||||||||||
Outstanding at December 31, 2013 | 2,750,000 | $ | 0.24 | ||||||||||||||
Granted | 1,000,000 | 0.3 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||
Outstanding at June 30, 2014 | 3,750,000 | $ | 0.25 | 1.5 | $ | 238,000 | |||||||||||
Exercisable at June 30, 2014 | 3,590,000 | $ | 0.23 | 1.5 | $ | 238,000 | |||||||||||
Non-vested Options | Options | Weighted-Average | |||||||||||||||
Grant-Date Fair Value | |||||||||||||||||
Non-vested at December 31, 2013 | 410,000 | $ | 0.48 | ||||||||||||||
Granted | 1,000,000 | 0.3 | |||||||||||||||
Vested | (1,250,000 | ) | (0.13 | ) | |||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||
Non-vested at June 30, 2014 | 160,000 | $ | 0.21 | ||||||||||||||
Schedule of Warrant Activity | ' | ||||||||||||||||
A summary of warrant activity as of June 30, 2014 (unaudited) and changes during the period then ended is presented below: | |||||||||||||||||
Warrants | Shares | Weighted-Average | |||||||||||||||
Exercise Price | Weighted-Average Remaining | Aggregate | |||||||||||||||
Contractual Term | Intrinsic Value | ||||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | ||||||||||||||
Granted | 5,000,000 | 0.35 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited, cancelled or expired | - | - | |||||||||||||||
Outstanding at June 30, 2014 | 5,000,000 | $ | 0.35 | 2 | $ | - | |||||||||||
Exercisable at June 30, 2014 | 5,000,000 | $ | 0.35 | 2 | $ | - |
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Non-controlling Interest [Abstract] | ' | ||||||||
Summary of Non-controlling Interests | ' | ||||||||
Cumulative results of these activities results in: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
(Unaudited) | |||||||||
Common stock for cash | $ | 1,999,501 | $ | 1,999,501 | |||||
Common stock for services | 95,215 | 95,215 | |||||||
Exploration expenses paid for in subsidiary common stock | 240,000 | 240,000 | |||||||
Stock based compensation | 1,374,880 | 1,374,880 | |||||||
Cumulative net loss attributable to non-controlling interest | (20,717 | ) | (15,815 | ) | |||||
Treasury stock | (500,000 | ) | (500,000 | ) | |||||
Other | 6 | 6 | |||||||
Total non-controlling interest | $ | 3,188,885 | $ | 3,193,787 | |||||
Summary of Non-controlling Interest Activity | ' | ||||||||
A summary of activity as of June 30, 2014 (unaudited) and changes during the period then ended is presented below: | |||||||||
Non-controlling interest at December 31, 2013 | $ | 3,193,787 | |||||||
Net income attributable to non-controlling interest | (4,902 | ) | |||||||
Non-controlling interest at June 30, 2014 | $ | 3,188,885 |
Fair_Value_Tables
Fair Value (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value [Abstract] | ' | ||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
Fair Value at June 30, 2014 | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Intellectual property | $ | 2,734,040 | $ | - | $ | - | $ | 2,734,040 | |||||||||
Liabilities: | |||||||||||||||||
Beneficial conversion feature of note (See Note 4) | $ | 8,431 | $ | 8,431 | $ | - | $ | - | |||||||||
Fair Value at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Fair market value of ACM's net identifiable assets acquired | $ | 1,589,000 | $ | - | $ | - | $ | 1,589,000 | |||||||||
Liabilities: | |||||||||||||||||
Beneficial conversion feature of note (See Note 4) | $ | 74,348 | $ | 74,348 | $ | - | $ | - |
Segment_Reporting_Tables
Segment Reporting (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Schedule of Operating Segments | ' | ||||||||
June 30, 2014 (unaudited) | Agriculture | Mining | |||||||
Gross profit from external customers | $ | - | $ | 105,316 | |||||
Exploration expenses | - | (475,861 | ) | ||||||
Operating, general, and administrative expenses | (16,331 | ) | (363,252 | ) | |||||
Compensation expense | - | (99,945 | ) | ||||||
Professional fees | (16,331 | ) | (84,361 | ) | |||||
Depreciation and amortization | - | (146,835 | ) | ||||||
Segment operating income (loss) before taxes and discontinued | $ | (32,662 | ) | $ | (1,064,938 | ) | |||
operations | |||||||||
Revenues | 30-Jun-14 | ||||||||
(unaudited) | |||||||||
Total revenues from reportable segments | $ | 105,316 | |||||||
Total other revenues | - | ||||||||
Total corporate revenues | - | ||||||||
Elimination of intercompany corporate revenues | - | ||||||||
Total consolidated revenues | $ | 105,316 | |||||||
Profit or Loss | |||||||||
Total loss from reportable segments | $ | (1,097,601 | ) | ||||||
Other loss | (17,689 | ) | |||||||
Elimination of intercompany expense | - | ||||||||
Unallocated amounts: | |||||||||
Elimination of intercompany corporate revenues | - | ||||||||
Corporate expenses | (641,132 | ) | |||||||
Loss on discontinued operations | - | ||||||||
Non-controlling interest | 4,902 | ||||||||
Net loss before taxes | $ | (1,751,520 | ) | ||||||
Assets | |||||||||
Total assets for agriculture segment | $ | 2,734,040 | |||||||
Total assets for mining segment | 7,248,228 | ||||||||
Corporate assets | 137,962 | ||||||||
Other unallocated amounts | - | ||||||||
Consolidated total | $ | 10,120,230 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses agriculture segment | $ | 42,457 | |||||||
Accounts payable and accrued expenses mining segment | 2,359,343 | ||||||||
Notes payable agriculture segment | 2,000,000 | ||||||||
Notes payable mining segment | 11,508 | ||||||||
Corporate accounts payable and accrued expense | 898,666 | ||||||||
Corporate notes payable | 354,119 | ||||||||
Consolidated total | $ | 5,666,090 |
Nature_of_Business_and_Signifi3
Nature of Business and Significant Accounting Policies (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Nature Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' |
Current exchange rate | 13.0002 | 13.0235 | ' |
Weighted average exchange rate for the three months ended | 13.1171 | 12.5565 | ' |
Foreign value-added tax rate | 16.00% | ' | ' |
Allowance | $1,997,808 | ' | $1,945,840 |
Bad debt expense | 51,968 | 39,432 | ' |
Allowance-Recoverable Value-Added Taxes [Member] | ' | ' | ' |
Nature Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' |
Allowance | 1,646,821 | ' | 1,597,407 |
Allowance-Other Receivables [Member] | ' | ' | ' |
Nature Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' |
Allowance | 350,987 | ' | 348,433 |
American Metal Mining S.A. de C.V. [Member] | ' | ' | ' |
Nature Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' |
Interest in subsidiaries | 99.90% | ' | ' |
Income tax refund | $40,489 | ' | ' |
Adit Resources Corp [Member] | ' | ' | ' |
Nature Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' |
Interest in subsidiaries | 87.00% | ' | ' |
Adit Resources Corp [Member] | American Copper Mining S.A. de C.V. [Member] | ' | ' | ' |
Nature Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' |
Interest in subsidiaries | 99.99% | ' | ' |
Property_Plant_Equipment_Mine_2
Property, Plant, Equipment, Mine Development and Land, Net (Schedule of Property, Plant, Equipment, Mine Development, Land and Construction in Progress) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | $8,231,958 | $8,490,410 |
Less - accumulated depreciation | -1,238,606 | -1,145,991 |
Property, plant, equipment, mine development, land and construction in progress, net, total | 6,993,352 | 7,344,419 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 19,590 | 19,590 |
Pilar [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 710,172 | 710,172 |
Don Roman [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 521,739 | 521,739 |
Las Nuvias [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 100,000 | 100,000 |
Centenario [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 635,571 | 635,571 |
La Palma [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 80,000 | 80,000 |
La Verde [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 60,000 | 60,000 |
Dixie Mining District [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 650,000 | 650,000 |
Picacho Groupings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 1,571,093 | 1,571,093 |
Mining Concessions [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | 4,328,575 | 4,328,575 |
Property, Plant and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, equipment, mine development, land and construction in progress | $3,883,793 | $4,142,245 |
Property_Plant_Equipment_Mine_3
Property, Plant, Equipment, Mine Development and Land, Net (Narrative) (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Debt Instrument [Line Items] | ' |
Long-term debt, total future payments | $2,365,627 |
Pilar [Member] | ' |
Debt Instrument [Line Items] | ' |
Purchase price of acquisition | 739,130 |
Value added tax consideration at acquisition of entity | 115,737 |
Long-term debt, total future payments | $535,659 |
Incremental borrowing rate used to calculate discount | 5.01% |
Property_Plant_Equipment_Mine_4
Property, Plant, Equipment, Mine Development and Land, Net (Schedule of Note Payable Instruments) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Present value of future payments: | ' | ' |
Present value of debt | $2,365,627 | $142,271 |
Debt [Member] | Pilar [Member] | ' | ' |
Present value of future payments: | ' | ' |
Total remaining debt | 486,739 | ' |
Imputed interest | -28,958 | ' |
Present value of debt | 457,781 | ' |
IVA [Member] | Pilar [Member] | ' | ' |
Present value of future payments: | ' | ' |
Total remaining debt | 77,878 | ' |
Imputed interest | ' | ' |
Present value of debt | 77,878 | ' |
Total [Member] | Pilar [Member] | ' | ' |
Present value of future payments: | ' | ' |
Total remaining debt | 564,617 | ' |
Imputed interest | -28,958 | ' |
Present value of debt | $535,659 | ' |
Intellectual_Property_Purchase1
Intellectual Property Purchase Agreement (Details) (USD $) | 1 Months Ended |
28-May-14 | |
United States, Mexico and Canada [Member] | ' |
Business Acquisition [Line Items] | ' |
Amount paid for acquisition | $500,000 |
FreshTec [Member] | ' |
Business Acquisition [Line Items] | ' |
Number of shares issued for acquisition | 1,000,000 |
Royalties payable share price | $0.08 |
FreshTec [Member] | United States, Mexico and Canada [Member] | ' |
Business Acquisition [Line Items] | ' |
Amount paid for acquisition | 1,000,000 |
Royalties payable share price | $0.25 |
Total commitment for royalties payable | 14,500,000 |
FreshTec [Member] | United States, Mexico and Canada [Member] | After royalties paid [Member] | ' |
Business Acquisition [Line Items] | ' |
Royalties payable share price | $0.15 |
FreshTec [Member] | European Union [Member] | ' |
Business Acquisition [Line Items] | ' |
Amount paid for acquisition | 1,000,000 |
Royalties payable share price | $0.25 |
Total commitment for royalties payable | 14,000,000 |
FreshTec [Member] | European Union [Member] | After royalties paid [Member] | ' |
Business Acquisition [Line Items] | ' |
Royalties payable share price | $0.15 |
FreshTec [Member] | All other countries [Member] | ' |
Business Acquisition [Line Items] | ' |
Amount paid for acquisition | 1,000,000 |
Royalties payable share price | $0.25 |
Total commitment for royalties payable | $9,000,000 |
FreshTec [Member] | All other countries [Member] | After royalties paid [Member] | ' |
Business Acquisition [Line Items] | ' |
Royalties payable share price | $0.15 |
Notes_Payable_and_Convertible_2
Notes Payable and Convertible Notes Payable, net (Schedule of Notes Payable) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Present value of debt | $2,365,627 | $142,271 |
Less - current portion | -1,095,505 | -38,614 |
Less: Current portion convertible notes payable, net | -251,569 | -75,652 |
Total - non-current portion | 1,018,553 | 28,005 |
Auto Loans [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Present value of debt | 44,058 | 66,619 |
Notes Payable [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Present value of debt | 70,000 | ' |
Convertible Notes Payable, Net [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Present value of debt | 251,569 | 75,652 |
FreshTec required payments (See Note 3) [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Present value of debt | $2,000,000 | ' |
Notes_Payable_and_Convertible_3
Notes Payable and Convertible Notes Payable, Net (Five Year Maturity Schedule for Notes Payable) (Details) (USD $) | Jun. 30, 2014 |
Debt Instrument [Line Items] | ' |
2015 | $1,347,074 |
2016 | 5,781 |
2017 | 1,006,005 |
2018 | 6,237 |
2019 | 530 |
Total | 2,365,627 |
Auto Loans [Member] | ' |
Debt Instrument [Line Items] | ' |
2015 | 25,505 |
2016 | 5,781 |
2017 | 6,005 |
2018 | 6,237 |
2019 | 530 |
Total | 44,058 |
Notes Payable [Member] | ' |
Debt Instrument [Line Items] | ' |
2015 | 70,000 |
2016 | ' |
2017 | ' |
2018 | ' |
2019 | ' |
Total | 70,000 |
Convertible Notes Payable, Net [Member] | ' |
Debt Instrument [Line Items] | ' |
2015 | 251,569 |
2016 | ' |
2017 | ' |
2018 | ' |
2019 | ' |
Total | 251,569 |
FreshTec required payments (See Note 3) [Member] | ' |
Debt Instrument [Line Items] | ' |
2015 | 1,000,000 |
2016 | ' |
2017 | 1,000,000 |
2018 | ' |
2019 | ' |
Total | $2,000,000 |
Notes_Payable_and_Convertible_4
Notes Payable and Convertible Notes Payable, Net (Narrative) (Details) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Note payable, outstanding balance | $1,095,505 | ' | $38,614 |
Beneficial conversion value for convertible debt and financial instruments | 94,850 | ' | ' |
Convertible note one [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Note payable, outstanding balance | 70,000 | ' | ' |
Long-term convertible debt | 80,000 | ' | ' |
Gain on extinguishment of debt | 5,000 | ' | ' |
Convertible note two [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Interest rate | 16.00% | ' | ' |
Debt instrument, maturity date | 1-Jul-15 | ' | ' |
Long-term convertible debt | 150,000 | ' | ' |
Beneficial conversion value for convertible debt and financial instruments | 120,000 | ' | ' |
Debt instrument, conversion price | $0.10 | ' | ' |
Amortization | 120,000 | ' | ' |
Interest expense | 14,000 | ' | ' |
Convertible note four [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument, maturity date | 1-Jul-15 | ' | ' |
Long-term convertible debt | 60,000 | ' | ' |
Beneficial conversion value for convertible debt and financial instruments | 60,000 | ' | ' |
Debt instrument, conversion price | $0.10 | ' | ' |
Amortization | 60,000 | ' | ' |
Interest expense | 5,000 | ' | ' |
Convertible note three [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument, maturity date | 1-Jul-15 | ' | ' |
Long-term convertible debt | 50,000 | ' | ' |
Beneficial conversion value for convertible debt and financial instruments | 34,850 | ' | ' |
Debt instrument, conversion price | $0.10 | ' | ' |
Amortization | 26,419 | ' | ' |
Interest expense | $3,000 | ' | ' |
Related_Party_Transactions_Sch
Related Party Transactions (Schedule of Related Party Transactions) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' |
Due from related parties | $116,417 | $221,592 |
Due to related parties | -1,520,852 | -1,739,207 |
Amounts due from (to) related parties | ($1,404,435) | ($1,517,615) |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Adit Resources Corp [Member] | Adit Resources Corp [Member] | Adit Resources Corp [Member] | American Metal Mining S.A. de C.V. [Member] | American Metal Mining S.A. de C.V. [Member] | American Metal Mining S.A. de C.V. [Member] | Tara Gold [Member] | ||||
Amermin [Member] | Amermin [Member] | Amermin [Member] | ||||||||
Pilar [Member] | Don Roman [Member] | |||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | $5,492,462 | $4,286,663 | ' | ' | ' | ' |
Due from related parties | 116,417 | ' | 221,592 | 610,000 | ' | ' | ' | 535,659 | 211,826 | 258,595 |
Due to related parties | 1,520,852 | ' | 1,739,207 | ' | ' | ' | 1,031,961 | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | 0.00% |
Repayment of related party debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, variable interest reference rate | ' | ' | ' | 'U.S. prime | ' | ' | ' | ' | ' | ' |
Interest spread on variable rate | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | 6 Months Ended |
31-May-14 | Jun. 30, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ' | ' |
Shares issued for services, shares | ' | 213,047 |
Shares issued for services | ' | $47,466 |
Purchase price per share | $0.30 | $0.22 |
Warrant exercise price | $0.35 | ' |
Warrants expiration date | 1-May-16 | ' |
Private offering one [Member] | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' |
Net proceeds from unit offering, shares | 5,000,000 | ' |
Net proceeds from unit offering | 750,000 | ' |
Purchase price per share | $0.15 | ' |
Warrant exercise price | $0.35 | ' |
Warrants expiration date | 1-May-16 | ' |
Private offering two [Member] | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' |
Net proceeds from unit offering, shares | 1,817,005 | ' |
Net proceeds from unit offering | $545,103 | ' |
Options_Summary_of_Fair_Value_
Options (Summary of Fair Value Assumptions) (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
28-May-14 | Jun. 30, 2014 | Dec. 31, 2013 | |
Options [Abstract] | ' | ' | ' |
Expected volatility | 279.94% | 279.94% | 218.84% |
Weighted-average volatility | ' | 279.94% | 218.84% |
Expected dividends | $0 | $0 | $0 |
Expected term (in years) | '6 months | '6 months | '2 years |
Risk-free rate | 0.11% | 0.06% | 0.22% |
Exercise price | $0.30 | ' | ' |
Proceeds on exercise of options | $186,640 | ' | ' |
Granted | 1,000,000 | 1,000,000 | ' |
Options_Summary_of_Option_Acti
Options (Summary of Option Activity) (Details) (USD $) | 1 Months Ended | 6 Months Ended |
28-May-14 | Jun. 30, 2014 | |
Shares | ' | ' |
Outstanding at December 31, 2013 | ' | 2,750,000 |
Granted | 1,000,000 | 1,000,000 |
Exercised | ' | ' |
Forfeited, expired or cancelled | ' | ' |
Outstanding at June 30, 2014 | ' | 3,750,000 |
Exercisable at June 30, 2014 | ' | 3,590,000 |
Weighted-Average Exercise Price | ' | ' |
Outstanding at December 31, 2013 | ' | $0.24 |
Granted | ' | $0.30 |
Exercised | ' | ' |
Forfeited, expired or cancelled | ' | ' |
Outstanding at June 30, 2014 | ' | $0.25 |
Exercisable at June 30, 2014 | ' | $0.23 |
Weighted-Average Remaining Contractual Term | ' | ' |
Outstanding at June 30, 2014 | ' | '1 year 6 months |
Exercisable at June 30, 2014 | ' | '1 year 6 months |
Aggregate Intrinsic Value | ' | ' |
Outstanding at June 30, 2014 | ' | $238,000 |
Exercisable at June 30, 2014 | ' | $238,000 |
Non-vested Options | ' | ' |
Non-vested at December 31, 2013 | ' | 410,000 |
Granted | ' | 1,000,000 |
Vested | ' | -1,250,000 |
Forfeited, expired or cancelled | ' | ' |
Non-vested at June 30, 2014 | ' | 160,000 |
Weighted -Average Grant-Date Fair Value | ' | ' |
Non-vested at December 31, 2013 | ' | $0.48 |
Granted | ' | $0.30 |
Vested | ' | ($0.13) |
Forfeited, expired or cancelled | ' | ' |
Non-vested at June 30, 2014 | ' | $0.21 |
Options_Summary_of_Warrant_Act
Options (Summary of Warrant Activity) (Details) (USD $) | 31-May-14 | Jun. 30, 2014 |
Warrant [Member] | ||
Shares | ' | ' |
Outstanding | ' | ' |
Granted | ' | 5,000,000 |
Exercised | ' | ' |
Forfeited, expired or cancelled | ' | ' |
Outstanding at June 30, 2014 | ' | 5,000,000 |
Exercisable at June 30, 2014 | ' | 5,000,000 |
Weighted-Average Exercise Price | ' | ' |
Outstanding at December 31, 2013 | $0.35 | ' |
Granted | ' | $0.35 |
Exercised | ' | ' |
Forfeited, expired or cancelled | ' | ' |
Outstanding at June 30, 2014 | $0.35 | $0.35 |
Exercisable at June 30, 2014 | ' | $0.35 |
Weighted-Average Remaining Contractual Term | ' | ' |
Outstanding | ' | '2 years |
Exercisable at June 30, 2014 | ' | '2 years |
Aggregate Intrinsic Value | ' | ' |
Outstanding | ' | ' |
Exercisable at June 30, 2014 | ' | ' |
Noncontrolling_Interest_Summar
Non-controlling Interest (Summary of Cumulative Results) (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Non-controlling Interest [Abstract] | ' | ' |
Common stock for cash | $1,999,501 | $1,999,501 |
Common stock for services | 95,215 | 95,215 |
Exploration expenses paid for in subsidiary common stock | 240,000 | 240,000 |
Stock based compensation | 1,374,880 | 1,374,880 |
Cumulative net loss attributable to non-controlling interest | -20,717 | -15,815 |
Treasury stock | -500,000 | -500,000 |
Other | 6 | 6 |
Total non-controlling interest | $3,188,885 | $3,193,787 |
Noncontrolling_Interest_Summar1
Non-controlling Interest (Summary of Activity) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Non-controlling Interest [Abstract] | ' | ' |
Non-controlling interest at December 31, 2013 | $3,193,787 | ' |
Net loss attributable to non-controlling interest | -4,902 | -76,954 |
Non-controlling interest at June 30, 2014 | $3,188,885 | ' |
Fair_Value_Schedule_of_Assets_
Fair Value (Schedule of Assets and Liabilities Measured at Fair Value) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Intellectual property | ' | ' |
Fair market value of ACM's net identifiable assets acquired | ' | ' |
Liabilities: | ' | ' |
Beneficial conversion feature of note (See Note 4) | 8,431 | 74,348 |
Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Intellectual property | ' | ' |
Fair market value of ACM's net identifiable assets acquired | ' | ' |
Liabilities: | ' | ' |
Beneficial conversion feature of note (See Note 4) | ' | ' |
Level 3 [Member] | ' | ' |
Assets: | ' | ' |
Intellectual property | 2,734,040 | ' |
Fair market value of ACM's net identifiable assets acquired | ' | 1,589,000 |
Liabilities: | ' | ' |
Beneficial conversion feature of note (See Note 4) | ' | ' |
Total [Member] | ' | ' |
Assets: | ' | ' |
Intellectual property | 2,734,040 | ' |
Fair market value of ACM's net identifiable assets acquired | ' | 1,589,000 |
Liabilities: | ' | ' |
Beneficial conversion feature of note (See Note 4) | $8,431 | $74,348 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Gross profit | ' | ' | $105,316 | ' | ' |
Segment operating loss before taxes and discontinued operations | -993,399 | 2,197,717 | -1,756,422 | 114,348 | ' |
Revenues | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' |
Elimination of intercompany corporate revenues | ' | ' | 105,316 | ' | ' |
Profit or Loss | ' | ' | ' | ' | ' |
Elimination of intercompany expense | ' | ' | ' | ' | ' |
Unallocated amounts: | ' | ' | ' | ' | ' |
Corporate expenses | ' | ' | -641,132 | ' | ' |
Loss on discontinued operations | ' | ' | ' | ' | ' |
Non-controlling interest | 4,902 | ' | 4,902 | ' | ' |
Net loss before taxes | -993,160 | -2,651,199 | -1,751,520 | -4,733,698 | ' |
Assets | ' | ' | ' | ' | ' |
Other unallocated amounts | ' | ' | ' | ' | ' |
Total assets | 10,120,230 | ' | 10,120,230 | ' | 7,659,654 |
Liabilities | ' | ' | ' | ' | ' |
Liabilities | 5,666,093 | ' | 5,666,093 | ' | 3,070,167 |
Agriculture [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Gross profit | ' | ' | ' | ' | ' |
Exploration expenses | ' | ' | ' | ' | ' |
Operating, general, and administrative expenses | ' | ' | -16,331 | ' | ' |
Compensation expense | ' | ' | ' | ' | ' |
Professional fees | ' | ' | -16,331 | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' |
Segment operating loss before taxes and discontinued operations | ' | ' | -32,662 | ' | ' |
Assets | ' | ' | ' | ' | ' |
Total assets | 2,734,040 | ' | 2,734,040 | ' | ' |
Liabilities | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | 42,457 | ' | 42,457 | ' | ' |
Notes payable | 2,000,000 | ' | 2,000,000 | ' | ' |
Mining [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Gross profit | ' | ' | 105,316 | ' | ' |
Exploration expenses | ' | ' | -475,861 | ' | ' |
Operating, general, and administrative expenses | ' | ' | -363,252 | ' | ' |
Compensation expense | ' | ' | -99,945 | ' | ' |
Professional fees | ' | ' | -84,361 | ' | ' |
Depreciation and amortization | ' | ' | -146,835 | ' | ' |
Segment operating loss before taxes and discontinued operations | ' | ' | -1,064,938 | ' | ' |
Assets | ' | ' | ' | ' | ' |
Total assets | 7,248,228 | ' | 7,248,228 | ' | ' |
Liabilities | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | 2,359,343 | ' | 2,359,343 | ' | ' |
Notes payable | 11,508 | ' | 11,508 | ' | ' |
Corporate [Member] | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' |
Assets | ' | ' | ' | ' | ' |
Total assets | 137,962 | ' | 137,962 | ' | ' |
Liabilities | ' | ' | ' | ' | ' |
Notes payable | 354,119 | ' | 354,119 | ' | ' |
Accounts payable and accrued expense | 898,666 | ' | 898,666 | ' | ' |
Reportable Segments [Member] | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' |
Total revenue | ' | ' | 105,316 | ' | ' |
Profit or Loss | ' | ' | ' | ' | ' |
Profit or loss | ' | ' | -1,097,601 | ' | ' |
Other [Member] | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' |
Profit or Loss | ' | ' | ' | ' | ' |
Profit or loss | ' | ' | ($17,689) | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Price per share | $0.30 |
Loan fee | 8.00% |
Net proceeds from unit offering, shares | 2,500,000 |
Net proceeds from unit offering | $750,000 |
Note receivable agreement | $500,000 |
Interest rate | 20.00% |