Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 14, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | FIRMA HOLDINGS CORP. | ||
Entity Central Index Key | 1387054 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 100,845,696 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $11,169,287 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $738,610 | $76,758 |
Other receivables, net | 20,446 | 73,106 |
Note receivable | 594,485 | |
Prepaid assets | 134,666 | 114,425 |
Assets held for sale or disposal, net | 450,000 | 679,262 |
Due from related parties | 104,868 | |
Other current assets | 108,036 | 21,684 |
Total current assets | 2,151,111 | 965,235 |
Property, plant, equipment, mine development, and land, net | 6,107,441 | 6,694,419 |
Intellectual property | 2,745,229 | |
Total assets | 11,003,781 | 7,659,654 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,680,408 | 1,410,281 |
Notes payable, current portion | 2,123,100 | 38,614 |
Convertible notes payable, net | 260,000 | 75,652 |
Due to related parties, net | 1,517,615 | |
Total current liabilities | 4,063,508 | 3,042,162 |
Notes payable, non-current portion | 1,910,495 | 28,005 |
Total liabilities | 5,974,003 | 3,070,167 |
Stockholders' equity: | ||
Common stock: $0.001 par value; authorized 200,000,000 shares; issued and outstanding 94,032,340 and 81,082,278 shares | 94,032 | 81,082 |
Additional paid-in capital | 40,984,888 | 37,191,859 |
Common stock payable | 667,671 | 47,466 |
Accumulated deficit | -45,760,739 | -35,757,123 |
Accumulated other comprehensive income (loss) | 153,923 | -167,584 |
Total Firma Holdings stockholders' (deficit) equity | -3,860,225 | 1,395,700 |
Non-controlling interest | 8,890,003 | 3,193,787 |
Total stockholders' equity | 5,029,778 | 4,589,487 |
Total liabilities and stockholders' equity | $11,003,781 | $7,659,654 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 94,032,340 | 81,082,278 |
Common stock, shares outstanding | 94,032,340 | 81,082,278 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract] | ||
Mining revenues | $105,316 | |
Cost of revenue | ||
Gross margin | 105,316 | |
Exploration expenses | 535,559 | 1,734,394 |
Operating, general and administrative expenses | 2,910,137 | 2,689,898 |
Net operating loss | -3,340,380 | -4,424,292 |
Non-operating income (expense): | ||
Interest income | 649,519 | 51,432 |
Interest expense | -219,417 | -254,004 |
Gain (loss) on debt due to extinguishment and conversion | 5,000 | -7,000 |
Loss on disposal or sale of assets | -39,407 | -1,458 |
Loss on deconsolidation | -5,350,610 | |
Settlement loss, net | -5,148 | -1,064,996 |
Gain on bargain acquisition of ACM | 3,489,971 | |
Impairment of long lived assets | -11,313,201 | -28,001 |
Other income | 31,715 | 152 |
Total non-operating (loss) income | -16,241,549 | 2,186,096 |
Loss before income taxes | -19,581,929 | -2,238,196 |
Income tax (provision) | -6,284,000 | |
Loss before discontinued operations | -19,581,929 | -8,522,196 |
Gain from discontinued operations of Corporacion Amermin S.A. de C.V. (including loss on disposal of $4,385), net of tax | 9,568,433 | |
Net loss | -10,013,496 | -8,522,196 |
Net (income) loss attributable to non-controlling interest | 9,880 | 47,753 |
Net loss attributable to Firma Holdings' shareholders | -10,003,616 | -8,474,443 |
Other comprehensive gain (loss): | ||
Foreign currency translation gain | 141,332 | 19,562 |
Unrealized gain on fair value of stock | 180,175 | |
Total comprehensive loss | ($9,682,109) | ($8,454,881) |
Net loss per share, basic and dilutive before discontinued operations | ($0.23) | ($0.11) |
Discontinue operations per share, basic and dilutive | ($0.11) | $0 |
Net loss per share, basic and diluted | ($0.12) | ($0.11) |
Weighted average number of shares, basic and diluted | 86,460,993 | 74,632,059 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract] | |
Loss on disposal | $4,385 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Common Stock Payable (Receivable) [Member] | Accumulated Deficit During Exploration Stage [Member] | Accumulated Other Comprehensive Income [Member] |
Balance at Dec. 31, 2012 | $6,226,570 | $68,752 | $33,577,244 | $50,400 | ($27,282,680) | ($187,146) |
Balance, shares at Dec. 31, 2012 | 68,752,278 | |||||
Common stock sold for cash, and options and warrants exercises | 2,274,000 | 9,400 | 2,264,600 | |||
Common stock sold for cash, and options and warrants exercises, shares | 9,400,000 | |||||
Common stock issued for services | 172,900 | 830 | 222,470 | -50,400 | ||
Common stock issued for services, shares | 830,000 | |||||
Stock payable for services | 47,466 | 47,466 | ||||
Option valuation for services | 59,645 | 59,645 | ||||
Conversion of financial instrument | 800,000 | 1,600 | 798,400 | |||
Conversion of financial instrument, shares | 1,600,000 | |||||
Beneficial conversion feature on convertible note payable | 120,000 | 120,000 | ||||
Settlement expense | 150,000 | 500 | 149,500 | |||
Settlement expense, shares | 500,000 | |||||
Unrealized gain on fair value of stock | ||||||
Foreign currency translation gain | 19,562 | 19,562 | ||||
Net loss attributable to Firma Holdings' shareholders | -8,474,443 | -8,474,443 | ||||
Balance at Dec. 31, 2013 | 1,395,700 | 81,082 | 37,191,859 | 47,466 | -35,757,123 | -167,584 |
Balance, shares at Dec. 31, 2013 | 81,082,278 | 81,082,278 | ||||
Common stock sold for cash, and options and warrants exercises | 3,738,774 | 12,737 | 3,058,366 | 667,671 | ||
Common stock sold for cash, and options and warrants exercises, shares | 12,737,015 | |||||
Common stock issued for services | 213 | 47,253 | -47,466 | |||
Common stock issued for services, shares | 213,047 | |||||
Option valuation for services | 405,931 | 405,931 | ||||
Options provide in purchase of intellectual property | 186,629 | 186,629 | ||||
Beneficial conversion feature on convertible note payable | 94,850 | 94,850 | ||||
Unrealized gain on fair value of stock | 180,175 | 180,175 | ||||
Foreign currency translation gain | 141,332 | 141,332 | ||||
Net loss attributable to Firma Holdings' shareholders | -10,003,616 | -10,003,616 | ||||
Balance at Dec. 31, 2014 | ($3,860,225) | $94,032 | $40,984,888 | $667,671 | ($45,760,739) | $153,923 |
Balance, shares at Dec. 31, 2014 | 94,032,340 | 94,032,340 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss attributable to Firma Holdings' shareholders | ($10,003,616) | ($8,474,443) |
Adjustments to reconcile net loss to net cash: | ||
Depreciation and amortization | 288,129 | 310,350 |
Bad debt (recovery) / allowance for doubtful accounts | -82,871 | 45,283 |
Stock based compensation and stock bonuses | 405,931 | 59,645 |
Common stock issued for services and other expenses | 220,366 | |
Settlement loss, net | 5,148 | 1,064,996 |
Non-controlling interest in net loss of consolidated subsidiaries | -9,880 | -47,753 |
Accretion of beneficial conversion feature and debt discount | 169,198 | 245,652 |
(Gain) loss on debt due to extinguishment and conversion | -5,000 | 7,000 |
Income tax provision (benefit) | 6,284,000 | |
Gain on bargain purchase of ACM | -3,489,971 | |
Impairment of long lived assets | 11,313,201 | 28,001 |
Loss on deconsolidation | 5,350,610 | |
Discontinued operations | -9,568,433 | |
Other | 39,407 | |
Changes in operating assets and liabilities: | ||
Other receivables, net | 193,732 | -85,509 |
Prepaid expenses | -27,683 | -60,405 |
Note receivable, current | -594,485 | |
Other assets | -86,352 | 2,897 |
Accounts payable and accrued expenses | 765,390 | 763,468 |
Net cash used in operating activities | -1,847,574 | -3,126,423 |
Cash flows from investing activities: | ||
Acquisition of property, plant, equipment, land and construction in progress | -217,066 | |
Acquisition of intellectual property | -558,601 | |
Proceeds from the sale of assets | 27,987 | |
Purchase of mining concession including mining deposits | -650,000 | |
Net cash (used in) investing activities | -530,614 | -867,066 |
Cash flows from financing activities: | ||
Cash from the sale of common stock | 3,738,774 | 2,274,000 |
Proceeds from notes payable | 110,000 | 150,000 |
Payments towards notes payable | -718,233 | -26,211 |
Change in due to/from related parties, net | -412,008 | 746,233 |
Net cash provided by financing activities | 2,718,533 | 3,144,022 |
Effect of exchange rate changes on cash | 321,507 | 19,562 |
Net increase (decrease) | 661,852 | -829,905 |
Cash, beginning of period | 76,758 | 906,663 |
Cash, end of period | 738,610 | 76,758 |
Supplemental Information: | ||
Interest paid | 2,367 | 6,379 |
Income taxes paid | ||
Non-cash Investing and Financing Transactions: | ||
Beneficial conversion value for convertible debt and financial instruments | 94,850 | 120,000 |
Conversion of debt to common stock, plus accrued interest | 800,000 | |
Purchase of property and equipment through debt and common stock | 29,038 | |
Reclassification of due to related party to notes payable | 1,517,615 | |
Issuance of common stock payable for services | 47,466 | 50,400 |
Reclassification of assets held for disposal, net | -624,000 | |
Receivable reclassified to mining deposit | ||
Construction in progress or mining deposit reclassified to property, plant and equipment | 112,582 | |
Issuance of common stock for legal settlement | 150,000 | |
Acquisition of intellectual property through options and note payable | 2,186,629 | |
Conversion of accrued expense to a note payable | 274,500 | -12,500 |
Other | $10,000 |
Basis_of_Presentation_and_Orga
Basis of Presentation and Organization and Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Basis of Presentation and Organization and Significant Accounting Policies [Abstract] | |||||||||
Basis of Presentation and Organization and Significant Accounting Policies | Note 1. Basis of Presentation and Organization and Significant Accounting Policies | ||||||||
Basis of Presentation and Organization | |||||||||
Firma Holdings Corp. (“Firma Holdings” or the “Company”), formerly known as Tara Minerals Corp. and formerly a subsidiary of Tara Gold Resources Corp. (“Tara Gold”), consists of two business segments: mining and packaging technology. | |||||||||
Our mining business segment explores and develops mining properties which may be productive of gold, silver, copper, lead, zinc, iron, industrial metals, and other associated metals. Firma Holdings was incorporated in Nevada on May 12, 2006 and is in the exploration stage. | |||||||||
Tara Gold, which historically engaged in the exploration and development of mining properties in Mexico, divested its ownership in Firma Holdings in February 2015 by distributing out its ownership in Firma Holdings to its shareholders. | |||||||||
In 2006 Tara Gold, formed Firma Holdings when it determined that some investors, prefer lead, zinc and silver projects, rather than gold and silver projects, and that capital may be easier to obtain by separating gold properties from industrial metal properties. Although this was Tara Gold's intention when it formed Firma Holdings, Firma Holdings nevertheless has interests in properties which may be productive of gold or silver. Firma Holdings formed Adit Resources Corp. (“Adit”) in 2009 to hold the Picacho Groupings and to finance the exploration and development of the Picacho Groupings solely from the sale of Adit's securities. Adit in turns owns 99.99% of American Copper Mining, S.A. de C.V. (“ACM”) (See Note 15). Firma Holdings owns 99.9% of the common stock of American Metal Mining S.A. de C.V. (“AMM”), a Mexican corporation and 87% of the common stock of Adit. 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. | |||||||||
Our packaging technology business segment owns the “SmartPacTM” technology. Purchased in May 2014, this technology 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 consolidated financial statements include the accounts of the Company and its subsidiaries. Variable interest entities (“VIE”) over which control is achieved through means other than voting rights and where the Company is considered the primary beneficiary are included in our consolidated financial statements in those periods in which this applies. When the Company is the primary beneficiary of the VIE, the Company consolidates the entity if control is achieved through means other than voting rights such as control of the Board, certain treasury activities, certain capital structures and contractual relationships. At December 31, 2014, the Company considered Tara Gold a VIE as defined above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. At December 31, 2013 the Company had no joint ventures or VIEs. | |||||||||
Unless otherwise indicated, all references to “Firma Holdings” or the “Company” include the properties and operations of Adit, AMM,ACM and Tara Gold. | |||||||||
The 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 Firma Holdings, Adit and Tara Gold is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso. As a result, the financial statements of the 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 the AMM and ACM are as follows for the year ended December 31, 2014 and 2013. Mexican pesos per one U.S. dollar: | |||||||||
31-Dec-14 | |||||||||
Current exchange rate | Ps. | 14.7348 | |||||||
Weighted average exchange rate for the year ended | Ps. | 13.3019 | |||||||
31-Dec-13 | |||||||||
Current exchange rate | Ps. | 13.0652 | |||||||
Weighted average exchange rate for the year ended | Ps. | 12.5439 | |||||||
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. | |||||||||
Reclassifications | |||||||||
Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current year presentation, specifically the reclassification of the Dixie Mining District to assets for sale or disposal due to that mining concessions sale in 2015. | |||||||||
Cash and Cash Equivalents | |||||||||
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2014 and December 31, 2013. | |||||||||
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). | ||||||||
Concentrations | |||||||||
The Company maintains cash balances at highly-rated financial institutions in the United States. Each institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 for deposit accounts. The Company had one and none bank accounts in excess of $250,000, at December 31, 2014 and 2013, respectively. The Company has not experienced any losses in these 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 allowed by the Mexican taxing authority. | |||||||||
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. | |||||||||
Our allowance in association with our receivable from IVA from our Mexico subsidiaries is based on our determination that the Mexican government may not allow the complete refund of these taxes. | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Allowance – recoverable value-added taxes | $ | 1,436,115 | $ | 1,597,407 | |||||
Allowance – other receivables | 426,853 | 348,433 | |||||||
Total | $ | 1,862,968 | $ | 1,945,840 | |||||
Bad debt expense was $129,018 and $836,959 at December 31, 2014 and 2013, respectively. | |||||||||
Inventory | |||||||||
Inventory is stated at the lower of cost (computed on a first-in, first-out basis) or market. The cost of finished goods includes the cost of raw material, direct and indirect labor, and other indirect manufacturing costs. The inventory as of December 31, 2014 consists of component parts for internally constructed product of the SmartPacTM product. | |||||||||
Property, Plant, Equipment, Mine Development and Land | |||||||||
Mining concessions and acquisitions, exploration and development costs relating to mineral properties with proven reserves are deferred until the properties are brought into production, at which time they will be amortized on the unit of production method based on estimated recoverable reserves. If it is determined that the deferred costs related to a property are not recoverable over its productive life, those costs will be written down to fair value as a charge to operations in the period in which the determination is made. The amounts at which mineral properties and the related deferred costs are recorded do not necessarily reflect present or future values. | |||||||||
The recoverability of the book value of each property is assessed annually for indicators of impairment such as adverse changes to any of the following: | |||||||||
• estimated recoverable ounces of copper, lead, zinc, silver or other precious minerals | |||||||||
• estimated future commodity prices | |||||||||
• estimated expected future operating costs, capital expenditures and reclamation expenditures | |||||||||
A write-down to fair value is recorded when the expected future cash flow is less than the net book value of the property or when events or changes in the property indicate that carrying amounts are not recoverable. This analysis is completed as needed, and at least annually. As of the date of this filing no events have occurred that would require the write-down of any assets the Company intends to hold. In addition, the carrying amounts of the Company's mining properties are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset's recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 and 2013, respectively, no indications of impairment existed for any assets the Company intends to hold. | |||||||||
Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years. Other non-mining assets are recorded at cost and depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years. | |||||||||
Intellectual Property | |||||||||
The Company capitalized the intellectual property underlying the SmartPacTM product. The intellectual property has an indefinite life and therefore under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-30-35 “General Intangibles Other than Goodwill, Subsequent Measurement” will not be amortized. The carrying amount of the Company's intellectual property is reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset's recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 no indications of impairment existed for the intellectual property. | |||||||||
Financial and Derivative Instruments | |||||||||
The Company periodically enters into financial instruments. Upon entry, each instrument is reviewed for debt or equity treatment. In the event that the debt or equity treatment is not readily apparent, FASB ASC 480-10-S99 is consulted for temporary treatment. Once an event takes place that removes the temporary element the Company appropriately reclassifies the instrument to debt or equity. | |||||||||
The Company periodically assesses its financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt, equity, and common stock equivalents in excess of available authorized common shares, and contracts with variable share settlements. In the event of derivative treatment, the Company marks the instrument to market. | |||||||||
Revenue Recognition | |||||||||
Revenue from the sale of concentrate and industrial metals will be recognized when ownership passes to the purchaser at which time the following conditions are met: | |||||||||
i) | persuasive evidence that an agreement exists; | ||||||||
ii) | the risks and rewards of ownership pass to the purchaser including delivery of the product; | ||||||||
iii) | the selling price is fixed and determinable; or, | ||||||||
iv) | collectivity is reasonably assured. | ||||||||
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 processing 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 accrued as of December 31, 2014 or 2013. | |||||||||
Exploration Expenses and Technical Data | |||||||||
Exploration costs not directly associated with proven reserves on our mining concessions are charged to operations as incurred. | |||||||||
Technical data, including engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information, may be purchased for our mining concessions. When purchased for concessions without proven reserves the cost is considered research and development pertaining to a developing mine and is expensed when incurred. | |||||||||
Income Taxes | |||||||||
Income taxes are provided for using the asset and liability method of accounting in accordance with the Income Taxes Topic of the 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. | |||||||||
Stock Based Compensation | |||||||||
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee's Topic of the FASB ASC, which establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine, at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise), whichever is more readily determinable. | |||||||||
Shares issued to employees are expensed upon issuance. | |||||||||
Stock based compensation for employees is accounted for using the Stock Based Compensation Topic of the FASB ASC. We use the fair value method for equity instruments granted to employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. | |||||||||
Comprehensive Gain (Loss) | |||||||||
Total accumulated comprehensive gain (loss) and the components of accumulated other comprehensive gain (loss) are presented in the Consolidated Statements of Shareholders' (Deficit) Equity. Accumulated other comprehensive gain (loss) is composed of foreign currency translation adjustment effects and unrealized gains or losses on the fair value of stock investments. | |||||||||
Net Loss per Common Share | |||||||||
Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss. During the years ended December 31, 2014 and 2013, respectively, the Company incurred a net loss, resulting in no dilutive common shares. | |||||||||
Recently adopted and recently issued accounting guidance | |||||||||
Issued | |||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customers," (“ASU 2014-09”) 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 accounting principles generally accepted in the United States of America (“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, the FASB issued 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 removes 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 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 audited consolidated financial statements. | |||||||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. The new standard provides guidance as to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. The Company has elected to early adopt the provisions of ASU 2014-15 for these audited 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. | |||||||||
Assets_Held_for_Sale_or_Dispos
Assets Held for Sale or Disposal, net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Assets Held for Sale or Disposal, net [Abstract] | |||||||||||||
Assets Held for Sale or Disposal, net | Note 2. Assets Held for Sale or Disposal, net | ||||||||||||
Dixie Mining District | |||||||||||||
During 2013, the Company acquired the Black Diamond and Ontario prospects in the Dixie Mining District from an unrelated third party for $650,000. Management internally calls this the Ponderosa Project in the Dixie Mining District. The Dixie Mining District is located in the state of Idaho in the U.S. The purchase price was paid in full in 2013. The land package consists of 6,741 acres consisting of both patented and unpatented mining claims. | |||||||||||||
In February 2015, the Company sold all concessions in the Dixie Mining District for $450,000 plus the assumption of certain payables related to business conducted in Idaho. As such, the property was revalued to the sale price of $450,000 at December 31, 2014 and reclassified to assets held for sale. | |||||||||||||
Pirita Prospect | |||||||||||||
In June 2009, the Company acquired the Pirita Prospect from an independent third party for the effective purchase price of $250,000, of which $50,000 was paid cash and $230,000 was financed, plus value-added tax of $30,000. As of December 31, 2014 and 2013, the remaining note payable was $174,000, including applicable value-added tax. | |||||||||||||
As of December 31, 2014 and 2013, the Company was in negotiations to amend its agreements relating to the Pirita Prospect which may include the termination of this acquisition agreement and the return of the property, or other disposal. Per the contract, the Company can only return the property if it is in good standing, which requires that all taxes must be paid and the property must be clear of any liabilities. As of December 31, 2014, the Company had not paid the property taxes associated with this prospect. As of December 31, 2014 the Company has fully impaired the mining concession and has presented the related notes payable as a note payable. As of December 31, 2013, the Company had presented the net amount of $76,000 related to the Pirita prospect as an asset held for disposal, net. | |||||||||||||
Las Viboras Dos Prospect | |||||||||||||
On July 2011, the Company acquired the Las Viboras Dos prospect from an independent third party for an effective purchase price of $188,094, plus value-added tax of $30,095. The purchase price was financed and has a balance of $234,832, including applicable value-added tax. As of December 31, 2014 Mexico legal counsel concluded that by certain terms in the contract the Company no longer had rights to the property nor was it responsible for any further debt. The property and related debt were accounted for as disposed of at December 31, 2014. | |||||||||||||
Total assets held for disposal, net as of December 31, 2014 and 2013 are the following: | |||||||||||||
Mining Concession | Outstanding Debt | Total Assets Held for Disposal, net | |||||||||||
31-Dec-14 | |||||||||||||
Dixie Mining District | $ | 450,000 | $ | - | $ | 450,000 | |||||||
Mining Concession | Outstanding Debt | Total Assets Held for Disposal, net | |||||||||||
31-Dec-13 | |||||||||||||
Pirita Prospect | $ | 250,000 | $ | (174,000 | ) | $ | 76,000 | ||||||
Las Viboras Dos Prospect | 188,094 | (234,832 | ) | (46,738 | ) | ||||||||
Dixie Mining District | 650,000 | - | 650,000 | ||||||||||
$ | 1,088,094 | $ | (408,832 | ) | $ | 679,262 |
Property_Plant_Equipment_Mine_
Property, Plant, Equipment, Mine Development, and Land, net | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant, Equipment, Mine Development, and Land, net [Abstract] | |||||||||||||
Property, Plant, Equipment, Mine Development, and Land, net | Note 3. Property, Plant, Equipment, Mine Development, and Land, net | ||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||
Land | $ | 19,590 | $ | 19,590 | |||||||||
Mining concessions: | |||||||||||||
Pilar (a) | 710,172 | 710,172 | |||||||||||
Don Roman | 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 | |||||||||||
Picacho Groupings (See Note 15) | 1,571,093 | 1,571,093 | |||||||||||
Mining concessions | 3,678,575 | 3,678,575 | |||||||||||
Property, plant and equipment | 3,620,151 | 4,142,245 | |||||||||||
7,318,316 | 7,840,410 | ||||||||||||
Less – accumulated depreciation | (1,210,875 | ) | (1,145,991 | ) | |||||||||
$ | 6,107,441 | $ | 6,694,419 | ||||||||||
Pilar, Don Roman, Las Nuvias, Centenario, La Palma and La Verde properties are geographically located in Mexico and are known as the Don Roman Groupings. | |||||||||||||
The Picacho and Picacho Fractions are geographically located in Mexico and are known as the Picacho Groupings. | |||||||||||||
All properties listed above are paid for in full except the following: | |||||||||||||
a) | In January 2007, the Company acquired the Pilar de Mocoribo Prospect (“Pilar”) from the former Mexico subsidiary of Tara Gold, Amermin, for $739,130 plus $115,737 of value-added tax (as amended). The Company owes a remaining $535,659 for this mining concession (including the applicable value-added tax), with payments beginning in 2020. | ||||||||||||
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 December 31, 2014, the present value of future payments is as follows: | |||||||||||||
Debt | IVA | Total | |||||||||||
Total remaining debt | $ | 486,739 | $ | 77,878 | $ | 564,617 | |||||||
Imputed interest | (28,959 | ) | - | (28,959 | ) | ||||||||
Present value of debt | $ | 457,780 | $ | 77,878 | $ | 535,658 | |||||||
Other Mining Commitments | |||||||||||||
Tania Iron Ore Project | |||||||||||||
The Company leased the Tania Iron Ore Project in May 2011 for royalty payments based on production. | |||||||||||||
The Company has the right to remove 6 million tonnes of iron ore concentrate from the property, with renewal rights extending through the life of the property. The Company had agreed to pay $6 per tonne for the first 500,000 tonnes removed from the property and $7 per tonne thereafter. As of December 31, 2014 and 2013, the Company has paid $100,000 against future royalty payments. As of December 31, 2014 this has been fully allowed for as uncollectible. | |||||||||||||
Note_receivable_current
Note receivable, current | 12 Months Ended |
Dec. 31, 2014 | |
Note receivable, current [Abstract] | |
Note receivable, current | Note 4. Note receivable, current |
In July 2014, the Company entered into a note receivable with a third party in the packaging technology business segment, where the Company funded a total of $530,500 over several separate fundings July – November 2014. The note bears stated interest of 20% per annum (360 day year). The maturity date of the loan is the earlier of (a) 60th day next following the Company's funding of such loan or (b) the date of payment by the party other than the Borrower of the amount due pursuant to a sale transaction in respect of underlying product purchased by the Borrower through use of the proceeds of such loan. The Company extended the maturity date to December 31, 2015 without additional penalty, but will continue to accrue interest accruing in accordance with the stated rate of 20%. Interest accrued as of December 31, 2014 was $43,974. | |
Additionally, the note receivable includes a loan fee amount of 8% of the gross amount of each sale transaction pursuant to product purchased by the Borrower. Loan fees accrued as of December 31, 2014 were $20,010. | |
Other_Assets_current_and_noncu
Other Assets, current and non-current | 12 Months Ended |
Dec. 31, 2014 | |
Other assets, current and non-current [Abstract] | |
Other assets, current and non-current | Note 5. Other Assets, current and non-current |
In 2011, the Company paid a $100,000 advance to the Tania Iron Ore Property vendor, against future royalty payments and $175,000 to the subcontractor at the Tania Iron Ore Property for property improvements. Although the Company is seeking the return of the $175,000 from the subcontractor for non-performance, a full allowance for the receivable has been recognized at December 31, 2014 and 2013. Additionally, a full allowance has been recognized for the future royalty payments at December 31, 2014. | |
As of December 31, 2014 and December 31, 2013, respectively, the Company's other current assets consisted of prepaid expenses of $134,666 and $114,425, security deposits of $19,478 and $21,684, and components part inventory for internally constructed product of the SmartPacTM product (see Note 6) of $88,559 and $0. | |
Intellectual_Property_Purchase
Intellectual Property Purchase Agreement | 12 Months Ended | ||
Dec. 31, 2014 | |||
Intellectual Property Purchase Agreement Disclosure [Abstract] | |||
Intellectual Property Purchase Agreement Disclosure | Note 6. 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 SmartPacTM, 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 SmartPacTM 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 (see Note 12). | |||
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 SmartPacTM 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 (paid June 2014) | ||
(ii) | $0.25 for each SmartPacTM 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 SmartPacTM units in the United States, Mexico or Canada, and | ||
(iv) | after the royalties paid to FreshTec equal $14,500,000, $0.15 for each SmartPacTM 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 SmartPacTM 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 SmartPacTM 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 SmartPacTM 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 SmartPacTM technology expires, the royalty payable to FreshTec will be reduced to $0.075 for each SmartPacTM 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 SmartPacTM 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 SmartPacTM units by any licensee. | |||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||
Income Taxes | Note 7. Income Taxes | ||||||||||||||||
The Company files income tax returns in the United States (“U.S.”) and Mexican jurisdictions. In the U.S., Firma Holdings and Adit file a consolidated tax return of which 2013 and 2014 will be filed after the filing of this annual report. Tara Gold files a standalone return of which 2013 has been filed and 2014 will be filed after the filing of this annual report. In Mexico, AMM and ACM file standalones tax returns. For AMM, both 2013 and 2014 have been filed. For ACM, 2013 and 2014 will be filed as soon as all necessary items are obtained. No tax returns for the Company or any subsidiary of the Company are currently under examination by any tax authorities in their respective countries, except for routine tax reviews for AMM for several months in 2007 - 2014. | |||||||||||||||||
The December 31, 2014 income tax benefit, net of tax associated with discontinued operations, is as follows: | |||||||||||||||||
U.S. Companies | Mexico Companies | Total | |||||||||||||||
Current asset (liability) - total | $ | - | $ | - | $ | - | |||||||||||
Deferred asset (liability) - total | 13,369,000 | 2,855,000 | 16,224,000 | ||||||||||||||
Valuation allowance | (13,369,000 | ) | (2,855,000 | ) | (16,224,000 | ) | |||||||||||
Income tax asset (liability) | $ | - | $ | - | $ | - | |||||||||||
The December 31, 2013 income tax benefit, net of tax associated with discontinued operations, is as follows, noting that Tara Gold was a VIE of Firma Holdings in this period: | |||||||||||||||||
U.S. Companies | Mexico Companies | Total | |||||||||||||||
Current asset (liability) - total | $ | - | $ | - | $ | - | |||||||||||
Deferred asset (liability) - total | 7,309,000 | 2,478,000 | 9,787,000 | ||||||||||||||
Valuation allowance | (7,309,000 | ) | (2,478,000 | ) | (9,787,000 | ) | |||||||||||
Income tax asset (liability) | $ | - | $ | - | $ | - | |||||||||||
A valuation allowance is recorded when it is more likely than not that the deferred tax assets will be realized. The future use of deferred tax assets is dependent on the future taxable profits which arise from taxable temporary timing differences such as: | |||||||||||||||||
Differences in expensed stock based compensation and stock for investor relation services and corporate officers. | |||||||||||||||||
The capitalization of foreign mining exploration expenses for U.S. federal income tax purposes. | |||||||||||||||||
A carry forward of a net operating loss. | |||||||||||||||||
At December 31, 2014, total deferred tax assets and deferred tax liabilities are as follows: | |||||||||||||||||
U.S. Companies | Mexico Companies | Total | |||||||||||||||
Deferred tax asset – current | $ | 10,238,000 | $ | - | $ | 10,238,000 | |||||||||||
Deferred tax asset – non-current portion | 3,131,000 | 2,855,000 | 5,986,000 | ||||||||||||||
Total deferred tax asset | 13,369,000 | 2,855,000 | 16,224,000 | ||||||||||||||
Deferred tax liability - current | - | - | - | ||||||||||||||
Deferred tax liability – non current | - | - | - | ||||||||||||||
Total deferred tax liability | - | - | - | ||||||||||||||
Valuation allowance | (13,369,000 | ) | (2,855,000 | ) | (16,224,000 | ) | |||||||||||
Net deferred tax asset (liability) | $ | - | $ | - | $ | - | |||||||||||
At December 31, 2013, total deferred tax assets and deferred tax liabilities are as follows: | |||||||||||||||||
U.S. Companies | Mexico Companies | Total | |||||||||||||||
Deferred tax asset – current | $ | 4,456,000 | $ | - | $ | 4,456,000 | |||||||||||
Deferred tax asset – non-current portion | 2,853,000 | 2,478,000 | 5,331,000 | ||||||||||||||
Total deferred tax asset | 7,309,000 | 2,478,000 | 9,787,000 | ||||||||||||||
Deferred tax liability - current | - | - | - | ||||||||||||||
Deferred tax liability – non current | - | - | - | ||||||||||||||
Total deferred tax liability | - | - | - | ||||||||||||||
Valuation allowance | (7,309,000 | ) | (2,478,000 | ) | (9,787,000 | ) | |||||||||||
Net deferred tax asset (liability) | $ | - | $ | - | $ | - | |||||||||||
Net operating losses generated in the U.S. may only be used to offset income generated in the U.S. There are no uncertain tax positions begin taken by the U.S. entities and open tax years are 2011 – 2014. Firma Holdings and Adit have a combined net operating loss of approximately $13,148,000 with an estimated deferred tax benefit of $4,602,000. Tara Gold has a net operating loss of approximately $25,049,000 with an estimated deferred tax benefit of $8,767,000, subject to the U.S. Internal Revenue Code Section 382 rules discussed below. | |||||||||||||||||
Net operating losses generated in Mexico may only be used to offset income generated in Mexico. AMM has a net operating loss in Mexico of approximately $9,450,000 with an estimated deferred tax benefit of $2,835,000. ACM has a net operating loss in Mexico of approximately $67,000 with an estimated deferred tax benefit of $20,000. The net operating loss and estimated tax benefit has been added to net operating losses and tax benefits from previous years. | |||||||||||||||||
Per the Income Tax topic of the FASB ASC, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We have fully allowed for the entire deferred tax asset for the Company and all subsidiaries as of December 31, 2014 and 2013. | |||||||||||||||||
Net operating losses expire as follows: | |||||||||||||||||
U.S. Companies | Mexico Companies | Total | |||||||||||||||
31-Dec-30 | $ | 7,600,000 | $ | 3,282,000 | $ | 10,882,000 | |||||||||||
31-Dec-31 | 2,366,000 | 1,643,000 | 4,009,000 | ||||||||||||||
31-Dec-32 | - | 1,294,000 | 1,294,000 | ||||||||||||||
31-Dec-33 | 543,000 | 2,112,000 | 2,655,000 | ||||||||||||||
31-Dec-34 | 18,211,000 | 1,187,000 | 19,398,000 | ||||||||||||||
Total net operating loss | $ | 28,720,000 | $ | 9,518,000 | $ | 38,238,000 | |||||||||||
Per U.S. Internal Revenue Code Section 382, in the event of a change of ownership, the availability of the Company's net operating losses carry forwards may be subject to an annual limitation against taxable income in future periods, which could substantially limit the eventual utilization of this net operating loss carry forwards. This limitation may not apply pursuant to an ownership change as described in Section 1262 of P.L. 111-5. | |||||||||||||||||
Reconciliation of the differences between the statuary tax rate and the effective income tax rate is as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Amount | Percentage | Amount | Percentage | ||||||||||||||
Tax at statutory federal rate | $ | (6,846,000 | ) | (35.0 | %) | $ | (783,000 | ) | (35.0 | %) | |||||||
Temporary differences | |||||||||||||||||
Exploration cost - current | 12,000 | 0.1 | % | 50,000 | 2.2 | % | |||||||||||
Exploration cost – non-current | 107,000 | 0.6 | % | 425,000 | 19 | % | |||||||||||
Stock based compensation | 142,000 | 0.7 | % | 21,000 | 0.9 | % | |||||||||||
Decrease in deferred tax asset due to re-acquisition of ACM | - | 0 | % | 6,284,000 | 280.8 | % | |||||||||||
Valuation allowance for U.S. Companies | 6,229,000 | 31.8 | % | (424,000 | ) | (18.9 | %) | ||||||||||
Valuation allowance for Mexico | 356,000 | 1.8 | % | 711,000 | 31.8 | % | |||||||||||
Tax provision at effective rate | $ | - | 0 | % | $ | 6,284,000 | 280.8 | % |
Notes_Payable_and_Convertible_
Notes Payable and Convertible Note Payable, net | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Notes Payable and Convertible Note Payable, net [Abstract] | |||||||||||||||||||||||||||
Notes Payable and Convertible Note Payable, net | Note 8. Notes Payable and Convertible Note Payable, net | ||||||||||||||||||||||||||
The following table represents the outstanding balance of notes payable. | |||||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||
Mining concession (see Note 2 and 3) | $ | 709,623 | $ | - | |||||||||||||||||||||||
Notes payable | 306,381 | - | |||||||||||||||||||||||||
Auto loans | 11,219 | 66,619 | |||||||||||||||||||||||||
Note payable to Corporacion Amermin S.A. de C.V. (“Amermin”) | 1,175,122 | - | |||||||||||||||||||||||||
FreshTec required payments (see Note 6) | 1,831,250 | - | |||||||||||||||||||||||||
Convertible note payable, net | 260,000 | 75,652 | |||||||||||||||||||||||||
4,293,595 | 142,271 | ||||||||||||||||||||||||||
Less – current portion | (2,123,100 | ) | (38,614 | ) | |||||||||||||||||||||||
Less – current portion convertible note payable, net | (260,000 | ) | (75,652 | ) | |||||||||||||||||||||||
Total – non-current portion | $ | 1,910,495 | $ | 28,005 | |||||||||||||||||||||||
See above disclosure on mining concession debt for Pirita in Note 2 above; Pilar in Note 3 above. | |||||||||||||||||||||||||||
During 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 December 31, 2014 is $31,631. Additionally, the Company entered into a promissory note with a former employee for accrued payroll resulting in an immediate payment of $31,250 and payments of $6,250 for 18 months and payments of $9,015 for the remaining 18 months. | |||||||||||||||||||||||||||
The Company financed the purchase of a fleet of vehicles during 2010 and 2011 in Mexico. Notes payable interest rates range between 13.5% and 14.5%; with the notes maturing between August 2014 and June 2015. During 2014 several of these vehicles were disposed of. Additionally, during the year ended December 31, 2013, the Company purchased a vehicle to be used in U.S. operations for $31,038. The Company paid $2,000 as a down payment and financed the remainder of $29,038 by issuing a note payable. The note carries interest at 3.74% and matures in August 2018. This vehicle was also disposed of as of December 31, 2014. As of December 31, 2014 and 2013 the outstanding balance of the auto loans was $11,219 and $66,619, respectively. | |||||||||||||||||||||||||||
As of December 31, 2014, the Company was deconsolidated from Tara Gold which also divested its interested in its Mexican subsidiary Corporacion Amermin S.A. de C.V. (“Amermin”). Due to the change in organizational relationship the Company recognized $1,175,122 in notes payable, which had previously been a due to related party. Additionally due to the change in relationship, Amermin and the Company entered in a formal promissory note with interest of 3% per annum, using a 365 day year, which is due beginning in 2020. | |||||||||||||||||||||||||||
During the year ended December 31, 2013 the Company raised $150,000 through the sale of a convertible note. The note 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 December 31, 2014. Interest expense related to the convertible note was $26,000 as of December 31, 2014. | |||||||||||||||||||||||||||
During 2014 the Company raised $60,000 through the sale of a convertible note. The note was due in May 2014, extended to July 2014 and again extended until 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 $60,000 of which $60,000 was amortized as of December 31, 2014. Interest expense related to the convertible note was $11,000 as of December 31, 2014. | |||||||||||||||||||||||||||
During 2014 the Company raised $50,000 through the sale of a convertible note. The note was 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 $34,850 was amortized as of December 31, 2014. Interest expense related to the convertible note was $9,000 as of December 31, 2014. | |||||||||||||||||||||||||||
The five year maturity schedule for notes payable and convertible notes payable, net is presented below: | |||||||||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | |||||||||||||||||||||
Mining concessions | $ | 174,000 | $ | - | $ | - | $ | - | $ | - | $ | 535,623 | $ | 709,623 | |||||||||||||
Auto loans | 11,219 | - | - | - | - | - | 11,219 | ||||||||||||||||||||
Note payables | 106,631 | 91,590 | 108,160 | - | - | - | 306,381 | ||||||||||||||||||||
Note payable to Corporacion Amermin S.A. de C.V. (“Amermin”) | - | - | - | - | - | 1,175,122 | 1,175,122 | ||||||||||||||||||||
FreshTec required payments (See Note 6) | 1,831,250 | - | - | - | - | - | 1,831,250 | ||||||||||||||||||||
Convertible note payable, net | 260,000 | - | - | - | - | - | 260,000 | ||||||||||||||||||||
Total | $ | 2,383,100 | $ | 91,590 | $ | 108,160 | $ | - | $ | - | $ | 1,710,745 | $ | 4,293,596 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||
Related Party Transactions | Note 9. Related Party Transactions | |||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Due from related parties | $ | 104,868 | $ | 221,592 | ||||||||||
Due to related parties | - | (1,739,207 | ) | |||||||||||
$ | 104,868 | $ | (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. | ||||||||||||||
As of December 31, 2014, the Company was deconsolidated from Tara Gold who also divested its interested in its Mexican subsidiary Amermin. Due to the change in organizational relationship the Company recognized $1,175,122 in note receivable, which had previously been a due to related party. Additionally due to the change in relationship, Amermin and the Company entered in a formal promissory note with interest of 3% per annum, using a 365 day year, with payments beginning in 2020. | ||||||||||||||
In January 2007, Amermin 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. Amermin has paid the original note holder in full and AMM owes Amermin $535,659 for the Pilar mining concession. | ||||||||||||||
The following are intercompany transactions that eliminate during the consolidation of these financial statements: | ||||||||||||||
During 2013, Firma Holdings issued Adit six promissory notes for $4,286,663. During 2014, Firma Holdings issued Adit one promissory note for $610,000. As of December 31, 2014, all notes were accumulated into one promissory note; the note is unsecured, bears interest at U.S. prime rate plus 3.25% per year and is due and payable December 31, 2015. As of December 31, 2014 Firma Holdings owed Adit $5,652,030 in interest and principal. | ||||||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 10. Stockholders' Equity |
The authorized common stock of Firma Holdings consists of 200,000,000 shares with par value of $0.001. | |
In January 2013, the Company entered into conversion agreements to convert the financial instrument (see Note 8) to a total of 1,600,000 shares of the Company's common stock. In February 2013, the Company issued 300,000 shares of common stock and 1,300,000 additional shares of common stock were issued October 2013. | |
In February 2013, the Company issued 50,000 shares of common stock, valued at $18,000, or $0.36 a share for investor relations services. | |
In March 2013, the Company issued 500,000 shares of common stock, valued at $150,000, or $0.30 a share per the Champinon settlement agreement. | |
In January and March 2013, the Company sold 3,500,000 shares of common stock subscribed to under a private placement with independent parties for $700,000, or $0.20 per share; shares were issued in June 2013. | |
In June 2013, the Company issued 4,500,000 shares of common stock, valued at $1,350,000, or $0.30 a share for cash to its parent, Tara Gold. | |
In June 2013, the Company issued 250,000 shares of common stock, valued at $70,000, or $0.28 a share for investor relations services incurred during the period. | |
In June 2013, the Company issued 100,000 shares of common stock, valued at $29,000, or $0.29 a share for investor relations services incurred during the period. | |
In July 2013, the Company entered into investor relations consulting agreements for six month terms payable in 190,000 shares of common stock, valued at $30,400. The shares were issued in October 2013. | |
In September 2013, the Company sold 500,000 shares of common stock subscribed under a private placement with independent parties for $100,000, or $0.20 per share. The shares were issued in October 2013. | |
In October 2013, the Company issued 50,000 shares of common stock, valued at $13,500, or $0.27 a share for investor relations services incurred in September 2013. | |
In October 2013, the Company sold 500,000 shares of common stock subscribed under a private placement with independent parties for $100,000, or $0.20 per share. The shares were issued in December 2013. | |
In December 2013, the Company issued 50,000 shares of common stock, valued at $12,000, or $0.24 a share for investor relations services incurred in October 2013. | |
In December 2013, the Company issued 400,000 shares of common stock subscribed under a private placement with independent parties for $24,000, or $0.06 per share for cash. | |
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. These shares were issued in June 2014. | |
In May 2014, the Company sold 1,817,007 units in a private offering for $545,102 in cash, or $0.30 per unit. These shares were issued in June 2014. | |
In September 2014, the Company sold 5,920,006 shares in a private offering for $1,776,002 in cash, or $0.30 per share. 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 $0.40 per share at any time on or before August 31, 2016. These shares were issued in September 2014. | |
In December 2014, the Company sold 2,462,728 units in a private offering for $492,546 in cash, or $0.20 per unit. These shares were issued in February 2015. | |
In December 2014, the Company granted all subscribers from the above $0.30 and $0.20 offerings warrants equal to their original subscription with a strike price of $0.20 per share. As of December 31, 2014 warrants representing 1,000,629 shares of common stock were exercised for $$200,126.These shares were issued in February 2015. The warrant offering expired on January 31, 2015. | |
NonControlling_Interest
Non-Controlling Interest | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Non-controlling Interest [Abstract] | ||||||||
Non-controlling Interest [Text Block] | Note 11. 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: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
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 | (25,695 | ) | (15,815 | ) | ||||
Treasury stock | (500,000 | ) | (500,000 | ) | ||||
Tara Gold equity | 5,706,096 | - | ||||||
Other | 6 | 6 | ||||||
Total non-controlling interest | $ | 8,890,003 | $ | 3,193,787 | ||||
A summary of activity as of December 31, 2014 and changes during the period then ended is presented below: | ||||||||
Non-controlling interest at December 31, 2013 | $ | 3,193,787 | ||||||
Tara Gold equity | 5,706,096 | |||||||
Non-controlling interest at December 31, 2014 | 8,899,883 | |||||||
Net loss attributable to non-controlling interest | (9,880 | ) | ||||||
Non-controlling interest at December 31, 2014 | $ | 8,890,003 | ||||||
As of December 31, 2014, the Company was deconsolidated from Tara Gold who also divested its interested in its Mexican subsidiary Amermin. At December 31, 2014, the Company considered Tara Gold a VIE as defined in Note 1 above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. Because there is no direct investment by the Company into Tara Gold, all of Tara Gold's equity, including its historical accumulated deficit has been treated as non-controlling interest. | ||||||||
Options_and_Warrants
Options and Warrants | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Options and Warrants [Abstract] | |||||||||||||||||||
Options and Warrants | Note 12. Options and Warrants | ||||||||||||||||||
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 | |||||||||||||||||||
In May 2011, under its Incentive Stock Option Plan Firma Holdings granted two of its officer's options for the purchase of 750,000 shares of common stock. In April 2013, the options were cancelled and Firma Holdings concurrently granted new Incentive Stock Options to the officers; under this new grant the officers have the option to purchase 750,000 shares of common stock, exercisable at a price of $0.25 per share and vest at various dates until April 2015. The options expire at various dates beginning April 2020. In accordance with the Stock Compensation Topic, FASB ASC 718-20-35, Firma Holdings has analyzed the cancellation of the award accompanied by the concurrent grant of a replacement award and determined that there was no further incremental compensation cost. The options that vested during the year ended December 31, 2013 associated with this transaction were valued at $59,645. | |||||||||||||||||||
In January 2010, Firma Holdings' granted options to three of its officers under its Nonqualified Stock Option Plan. The options allow for the purchase of 1,250,000 shares of common stock at an exercise price of $0.05 per share. These options vested immediately, expire in January 2020 (as extended in January 2015) and were valued at $2,334,201. | |||||||||||||||||||
In September 2010, Firma Holdings' granted options for 200,000 shares of common stock to an unrelated third party for investor relations services. The options have an exercise price of $1.00 per share, vest between September 2010 and March 2011, and expire two years from the date of vesting. In September 2012, the options' were extended to expire 5 years from the date of vesting, expiring between September 2015 and March 2016. In accordance with the Stock Compensation Topic of the FASB ASC, Firma Holdings' has analyzed the extension of the award and determined that there was no further incremental compensation cost. The options that vested in 2011 associated with this transaction were valued at $36,353; 2010 vesting was valued at $145,412. | |||||||||||||||||||
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. | |||||||||||||||||||
On August 1, 2014, the Company granted 1,400,000 options to an officer for compensation for work performed. These options were granted outside of the option plans established by the Company. The options immediately vested, have an exercise price of $0.05 and expire December 31, 2017. The stock options were valued at $346,286 using the Black-Scholes option pricing model. | |||||||||||||||||||
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 or 2013. | |||||||||||||||||||
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. | |||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||
Expected volatility | 278.03 | % | 218.84 | % | |||||||||||||||
Weighted-average volatility | 278.03 | % | 218.84 | % | |||||||||||||||
Expected dividends | 0 | 0 | |||||||||||||||||
Expected term (in years) | 1.57 | 2 | |||||||||||||||||
Risk-free rate | 0.77 | % | 0.22 | % | |||||||||||||||
A summary of option activity as of December 31, 2014 and changes during the period then ended is presented below: | |||||||||||||||||||
Options | Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate | |||||||||||||||
Intrinsic | |||||||||||||||||||
Value | |||||||||||||||||||
Outstanding at December 31, 2012 | 2,750,000 | $ | 0.34 | 3 | $ | 1,000,000 | |||||||||||||
Granted | 750,000 | 0.25 | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Forfeited, expired or cancelled | (750,000 | ) | 0.48 | ||||||||||||||||
Outstanding at December 31, 2013 | 2,750,000 | $ | 0.24 | 3 | $ | 210,000 | |||||||||||||
Granted | 2,400,000 | 0.18 | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||||
Outstanding at December 31, 2014 | 5,150,000 | $ | 0.23 | 4.0 | $ | 448,000 | |||||||||||||
Exercisable at December 31, 2014 | 4,990,000 | $ | 0.21 | 4.0 | $ | 448,000 | |||||||||||||
Non-vested Options | Options | Weighted-Average | |||||||||||||||||
Grant-Date Fair Value | |||||||||||||||||||
Non-vested at December 31, 2012 | 160,000 | $ | 0.48 | ||||||||||||||||
Granted | 750,000 | 0.25 | |||||||||||||||||
Vested | (340,000 | ) | 0.25 | ||||||||||||||||
Forfeited, expired or cancelled | (160,000 | ) | 0.48 | ||||||||||||||||
Non-vested at December 31, 2013 | 410,000 | $ | 0.37 | ||||||||||||||||
Granted | 2,400,000 | 0.18 | |||||||||||||||||
Vested | (2,650,000 | ) | 0.11 | ||||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||||
Non-vested at December 31, 2014 | 160,000 | $ | 0.18 | ||||||||||||||||
A summary of warrant activity as of December 31, 2014 and 2013, and changes during the period then ended is presented below: | |||||||||||||||||||
Warrants | Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||
Outstanding at December 31, 2012 | 2,788,333 | $ | 1.38 | 1 | $ | ||||||||||||||
Granted | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Forfeited, expired or cancelled | (2,788,333 | ) | (1.38 | ) | |||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | $ | - | ||||||||||||||
Granted | 16,610,371 | 0.32 | |||||||||||||||||
Exercised | -1,000,629 | 0.2 | |||||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||||
Outstanding at December 31, 2014 | 15,609,742 | $ | 0.26 | 1.0 | $ | 101,497 | |||||||||||||
Exercisable at December 31, 2014 | 15,609,742 | $ | 0.26 | 1.0 | $ | 101,497 | |||||||||||||
All warrants vest upon issuance. | |||||||||||||||||||
Fair_Value
Fair Value | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value [Abstract] | |||||||||||||||||
Fair Value | Note 13. 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 December 31, 2014 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Fair market value of ACM's net identifiable assets | $ | 1,589,208 | $ | - | $ | - | $ | 1,589,208 | |||||||||
acquired (See Note 15) | |||||||||||||||||
Intellectual property | 2,745,229 | - | - | 2,745,229 | |||||||||||||
Total | $ | 4,334,437 | $ | - | $ | - | $ | 4,334,437 | |||||||||
Liabilities: | |||||||||||||||||
None | $ | - | $ | - | $ | - | $ | - | |||||||||
Fair Value at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Fair market value of ACM's net identifiable | $ | 1,589,208 | $ | - | $ | - | $ | 1,589,208 | |||||||||
assets acquired (See Note 15) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Beneficial conversion feature of note payable (See Note 8) | $ | 74,348 | $ | 74,348 | $ | - | $ | - | |||||||||
The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2014: | |||||||||||||||||
Beginning balance | $ 1,589,208 | ||||||||||||||||
Additions | 2,745,229 | ||||||||||||||||
Ending balance | $ | 4,334,437 | |||||||||||||||
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at reporting date | $ | - | |||||||||||||||
For the above level 3 financial assets, the fair value of ACM's net identifiable assets acquired at identified and discussed in Note 15. As discussed in Note 6, we purchased the SmartPacTM technology, of which our purchase price was calculated based on cash paid, options issued, and the agreement to pay certain amount over time, all of which were fair value based on market input at the time the agreement was signed, and have not changed. | |||||||||||||||||
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Segment Reporting | Note 14. Segment Reporting | ||||||||
The Company's operating segments are strategic business units that offer different products and services. For the year ended December 31, 2014, operating segments of the Company are mining and packaging technology; subsequent to December 31, 2014 the Company added a business segment relating to food manufacturing. The mining segment consists of gold and industrial metal mining concessions in Mexico and the United States, and the packaging technology segment consists of the Company's intellectual property related to the “SmartPacTM” product. The packaging technology segment became a reportable entity as of June 30, 2014 and was not in existence as of December 31, 2013. | |||||||||
31-Dec-14 | Packaging Technology | Mining | |||||||
Gross profit from external customers | $ | - | $ | 105,316 | |||||
Exploration expenses | - | (535,559 | ) | ||||||
Operating, general, and administrative expenses | (127,843 | ) | (814,118 | ) | |||||
Compensation expense | - | (201,194 | ) | ||||||
Selling expense | (38,000 | ) | - | ||||||
Depreciation and amortization | (7,442 | ) | (274,917 | ) | |||||
Segment operating loss before taxes and discontinued operations | $ | (173,285 | ) | $ | (1,720,471 | ) | |||
Revenues | December 31, 2014 | ||||||||
Total revenues from reportable segments | $ | 105,316 | |||||||
Total corporate and other revenues | - | ||||||||
Elimination of intercompany corporate revenues | - | ||||||||
Total consolidated revenues | $ | 105,316 | |||||||
Profit or Loss | |||||||||
Total loss from reportable segments | $ | (1,893,757 | ) | ||||||
Discontinued operations mining segment | 9,572,818 | ||||||||
Other loss from reportable segments | (10,668,809 | ) | |||||||
Unallocated amounts: | |||||||||
Corporate expenses | (7,019,345 | ) | |||||||
Loss on disposal | (4,385 | ) | |||||||
Non-controlling interest | 9,880 | ||||||||
Net loss attributable to Firma Holdings' shareholders | $ | (10,003,616 | ) | ||||||
Assets | |||||||||
Total assets for packaging technology segment | $ | 3,449,233 | |||||||
Total assets for mining segment | 6,804,072 | ||||||||
Corporate assets | 750,476 | ||||||||
Other unallocated amounts | - | ||||||||
Consolidated total | $ | 11,003,781 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses packaging technology segment | $ | 19,937 | |||||||
Accounts payable and accrued expenses mining segment | 537,416 | ||||||||
Notes payable packaging technology segment | 1,831,250 | ||||||||
Notes payable mining segment | 1,027,224 | ||||||||
Corporate accounts payable and accrued expense | 1,123,054 | ||||||||
Corporate notes payable | 1,435,122 | ||||||||
Consolidated total | $ | 5,974,003 |
Reacquisition_of_ACM
Re-acquisition of ACM | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Re-acquisition of ACM [Abstract] | ||||
Re-acquisition of ACM | Note 15. Re-acquisition of ACM | |||
On April 4, 2012, the Company, sold its 99.99% owned subsidiary, ACM to Yamana Mexico Holdings B.V. (“Yamana”). ACM's primary asset is the Picacho Groupings located in Sonora, Mexico. The Property does not have any proven reserves. | ||||
As consideration for the sale of ACM, Yamana paid $7.5 million, minus approximately $780,000 (the amount required to pay the Mexican government to release its tax lien on the Property). In addition, Yamana surrendered 500,000 Adit's common shares, and warrants to purchase an additional 250,000 Adit's common shares, upon the execution of the sale agreement. | ||||
Yamana had the option to terminate the Agreement within ten business days prior to May 7, 2013 for any reason. If the Agreement was terminated, Yamana would be required to return ownership of ACM and the underlying property to the Company in good standing. If this occurred, the first cash payment made by Yamana would be retained by the Company. | ||||
On May 7, 2013, the Company received notice that Yamana was terminating the purchase agreement. | ||||
The Company calculated the fair value of the assets purchased and liabilities assumed as follows: | ||||
Assets: | May 8, 2013 | |||
Picacho Groupings | $ | 1,571,093 | ||
Improvements (Mine site warehouse) | 18,115 | |||
Liabilities: | ||||
None | - | |||
Fair market value of net identifiable assets acquired | 1,589,208 | |||
Less: Fair value of the consideration transferred for ACM | - | |||
Add: Release of Adit's tax liability due to the termination of the purchase | 1,900,763 | |||
Value of assigned gain on bargain acquisition of ACM | $ | 3,489,971 |
Deconsolidation_and_Variable_I
Deconsolidation and Variable Interest Entity | 12 Months Ended | ||
Dec. 31, 2014 | |||
Deconsolidation and Variable Interest Entity [Abstract] | |||
Deconsolidation and Variable Interest Entity | Note 16. Deconsolidation and Variable Interest Entity | ||
As previously discussed as of December 31, 2014, the Company was deconsolidated from Tara Gold. Also at December 31, 2014 Tara Gold divested its interested in its Mexican subsidiary Corporacion Amermin S.A. de C.V. (“Amermin”), resulting in discontinued operations. Due to the change in organizational relationship the Company recognized items at December 31, 2014 which had previously been eliminated under the concepts of consolidation under generally accepted accounting principles. Transactions relating to this deconsolidation are not usual and not anticipated to reoccur. Additionally, the intercompany loan balances between Tara Gold and Amermin were converted to a note for $10,315,020 with an interest rate of 3.22%. | |||
Subsequent to year end but contemporaneous with preparing this annual report, the Company determined that the note receivable between Tara Gold and Amermin was likely not fully collectible as the Company no longer has any influence or insight over the operations of Amermin. As such the note was impaired as of December 31, 2014. | |||
Lastly, upon Tara Gold ceasing to be the parent of the Company, a total loss on deconsolidation consisting of the write off approximately $415,000 in an intercompany payable to the Company and the fair value of Tara Gold's investment in the Company's stock of approximately $4,935,000 was recognized. | |||
Variable interest entities (“VIE”) over which control is achieved through means other than voting rights and where the Company is considered the primary beneficiary are included in our consolidated financial statements in those periods in which this applies. When the Company is the primary beneficiary of the VIE, the Company consolidates the entity if control is achieved through means other than voting rights such as control of the Board, certain treasury activities, certain capital structures and contractual relationships. At December 31, 2014, the Company considered Tara Gold a VIE as defined above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. Included within these consolidated financial statements are the following assets and liabilities of Tara Gold: | |||
Assets: | December 31, 2014 | ||
Cash | $ | 294 | |
Prepaid expenses | 6,138 | ||
Liabilities: | |||
Accounts payable | 118,707 | ||
Net deficit | $ | (112,275) | |
Additionally, all discontinued operations represented in these financial statements relate to Tara Gold's disposal of Amermin. | |||
In February 2015, the Board of Directors and Officers of Tara Gold, which were the same individuals as Firma Holdings, resigned from Tara Gold, and a new sole director took over Tara Gold. | |||
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | Note 17. Subsequent Events | ||
In December 2014, the Company sold 2,462,728 units in a private offering for $492,546 in cash, or $0.20 per unit. These shares were issued in February 2015. | |||
In December 2014, the Company granted all subscribers from the 2014 private placement $0.30 and $0.20 offerings warrants equal to their original subscription with a strike price of $0.20 per share. As of December 31, 2014 warrants representing 875,625 shares of common stock were exercised for $175,125. These shares were issued in February 2015. In the first quarter 2015, warrants representing an additional 2,005,000 of common stock were exercised for $401,000. The warrant offering expired on January 31, 2015. | |||
In January and February 2015, the Company sold 3,220,000 units in a private offering for $644,000, or $0.20 per unit. | |||
In January 2010, Firma Holdings' granted options to three of its officers under its Nonqualified Stock Option Plan. The options allow for the purchase of 1,250,000 shares of common stock at an exercise price of $0.05 per share. In January 2015 the options were again extended to January 2020. | |||
In February 2015, the Company sold all concessions in the Dixie Mining District for $450,000 plus the assumption of certain payables related to business conducted in Idaho. | |||
On March 30, 2015 the Company signed an agreement to acquire Sicilian Sun Limited, LLC (“SSL"). | |||
The acquisition includes SSL's wholly owned Italian subsidiary, Sicilian Sun Foods s.r.l., and two production facilities located in Alcamo and Catania on the island of Sicily. | |||
The Alcamo facility has been in operation for six years and consists of a state-of-the-art production factory encompassing 53,500 square feet. This BRC certified facility currently produces private label products for Carrefour – Italia as well as private and branded label products for Auchan, Conad and other major European retailers. The facility specializes in the manufacturing of three product categories: baked goods, frozen desserts, and semi-finished products made from natural ingredients. These products include assorted pastries, ricotta cannoli, as well as cakes, breads, rice balls, croissants, and a variety of other frozen and packaged items. Frozen desserts include gelato, tartufi, mousse, sorbets Italian ices and other frozen treats. Many of the products use proprietary formulas. | |||
The new, state-of-the-art, Catania facility consists of 48,000 sq. ft., is BRC/IFS certified, and contains the latest in automated technology for the commercial production of artisanal gelato products. | |||
In 2014, Sicilian Sun Foods used the services of food supplier La Petite Foods and global food broker Daymon Worldwide to secure orders to manufacture private label and branded products for major grocery chains in the United States. | |||
At closing, the Company will issue 16,000,000 shares of its common stock to the members of SSL in consideration for their interests in SSL. | |||
However, if the operations of SSL do not generate, during the period ending: | |||
• | 9 months after the closing, but prior to the second anniversary of the closing, more than $7,500,000 of gross revenue with EBITDA of at least $1,125,000, then the members of SSL will return 3,000,000 shares of common stock to the Company. | ||
• | 12 months after the closing, but prior to the second anniversary of the closing, more than $10,000,000 of gross revenue with EBITDA of at least $1,500,000, then the members of SSL will return 2,000,000 shares of common stock to the Company. | ||
• | 24 months after the closing, but prior to the third anniversary of the closing, more than $15,000,000 of gross revenue with EBITDA of at least $2,250,000, then the members of SSL will return 3,000,000 shares of common stock to the Company. | ||
• | 24 months after the closing, but prior to the third anniversary of the closing, more than $20,000,000 of gross revenue with EBITDA of at least $3,000,000, then the members of SSL will return 2,000,000 shares of common stock to the Company. | ||
When EBITDA from the operations of SSL reaches $1,000,000, 25% of EBITDA will be paid each year to the former members of SSL until $2,000,000 has been paid. |
Basis_of_Presentation_and_Orga1
Basis of Presentation and Organization and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Basis of Presentation and Organization and Significant Accounting Policies [Abstract] | |||||||||
Basis of Presentation and Organization | Basis of Presentation and Organization | ||||||||
Firma Holdings Corp. (“Firma Holdings” or the “Company”), formerly known as Tara Minerals Corp. and formerly a subsidiary of Tara Gold Resources Corp. (“Tara Gold”), consists of two business segments: mining and packaging technology. | |||||||||
Our mining business segment explores and develops mining properties which may be productive of gold, silver, copper, lead, zinc, iron, industrial metals, and other associated metals. Firma Holdings was incorporated in Nevada on May 12, 2006 and is in the exploration stage. | |||||||||
Tara Gold, which historically engaged in the exploration and development of mining properties in Mexico, divested its ownership in Firma Holdings in February 2015 by distributing out its ownership in Firma Holdings to its shareholders. | |||||||||
In 2006 Tara Gold, formed Firma Holdings when it determined that some investors, prefer lead, zinc and silver projects, rather than gold and silver projects, and that capital may be easier to obtain by separating gold properties from industrial metal properties. Although this was Tara Gold's intention when it formed Firma Holdings, Firma Holdings nevertheless has interests in properties which may be productive of gold or silver. Firma Holdings formed Adit Resources Corp. (“Adit”) in 2009 to hold the Picacho Groupings and to finance the exploration and development of the Picacho Groupings solely from the sale of Adit's securities. Adit in turns owns 99.99% of American Copper Mining, S.A. de C.V. (“ACM”) (See Note 15). Firma Holdings owns 99.9% of the common stock of American Metal Mining S.A. de C.V. (“AMM”), a Mexican corporation and 87% of the common stock of Adit. 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. | |||||||||
Our packaging technology business segment owns the “SmartPacTM” technology. Purchased in May 2014, this technology 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 consolidated financial statements include the accounts of the Company and its subsidiaries. Variable interest entities (“VIE”) over which control is achieved through means other than voting rights and where the Company is considered the primary beneficiary are included in our consolidated financial statements in those periods in which this applies. When the Company is the primary beneficiary of the VIE, the Company consolidates the entity if control is achieved through means other than voting rights such as control of the Board, certain treasury activities, certain capital structures and contractual relationships. At December 31, 2014, the Company considered Tara Gold a VIE as defined above and has consolidated the related standalone financial statement of Tara Gold within the 2014 financial results. At December 31, 2013 the Company had no joint ventures or VIEs. | |||||||||
Unless otherwise indicated, all references to “Firma Holdings” or the “Company” include the properties and operations of Adit, AMM,ACM and Tara Gold. | |||||||||
The 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 Firma Holdings, Adit and Tara Gold is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso. As a result, the financial statements of the 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 the AMM and ACM are as follows for the year ended December 31, 2014 and 2013. Mexican pesos per one U.S. dollar: | |||||||||
31-Dec-14 | |||||||||
Current exchange rate | Ps. | 14.7348 | |||||||
Weighted average exchange rate for the year ended | Ps. | 13.3019 | |||||||
31-Dec-13 | |||||||||
Current exchange rate | Ps. | 13.0652 | |||||||
Weighted average exchange rate for the year ended | Ps. | 12.5439 | |||||||
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. | |||||||||
Reclassifications | Reclassifications | ||||||||
Certain reclassifications, which have no effect on net loss, have been made in the prior period financial statements to conform to the current year presentation, specifically the reclassification of the Dixie Mining District to assets for sale or disposal due to that mining concessions sale in 2015. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2014 and December 31, 2013. | |||||||||
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). | ||||||||
Concentrations | Concentrations | ||||||||
The Company maintains cash balances at highly-rated financial institutions in the United States. Each institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 for deposit accounts. The Company had one and none bank accounts in excess of $250,000, at December 31, 2014 and 2013, respectively. The Company has not experienced any losses in these accounts. | |||||||||
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 allowed by the Mexican taxing authority. | |||||||||
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. | |||||||||
Our allowance in association with our receivable from IVA from our Mexico subsidiaries is based on our determination that the Mexican government may not allow the complete refund of these taxes. | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Allowance – recoverable value-added taxes | $ | 1,436,115 | $ | 1,597,407 | |||||
Allowance – other receivables | 426,853 | 348,433 | |||||||
Total | $ | 1,862,968 | $ | 1,945,840 | |||||
Bad debt expense was $129,018 and $836,959 at December 31, 2014 and 2013, respectively. | |||||||||
Inventory | Inventory | ||||||||
Inventory is stated at the lower of cost (computed on a first-in, first-out basis) or market. The cost of finished goods includes the cost of raw material, direct and indirect labor, and other indirect manufacturing costs. The inventory as of December 31, 2014 consists of component parts for internally constructed product of the SmartPacTM product. | |||||||||
Property, Plant, Equipment, Mine Development and Land | Property, Plant, Equipment, Mine Development and Land | ||||||||
Mining concessions and acquisitions, exploration and development costs relating to mineral properties with proven reserves are deferred until the properties are brought into production, at which time they will be amortized on the unit of production method based on estimated recoverable reserves. If it is determined that the deferred costs related to a property are not recoverable over its productive life, those costs will be written down to fair value as a charge to operations in the period in which the determination is made. The amounts at which mineral properties and the related deferred costs are recorded do not necessarily reflect present or future values. | |||||||||
The recoverability of the book value of each property is assessed annually for indicators of impairment such as adverse changes to any of the following: | |||||||||
• estimated recoverable ounces of copper, lead, zinc, silver or other precious minerals | |||||||||
• estimated future commodity prices | |||||||||
• estimated expected future operating costs, capital expenditures and reclamation expenditures | |||||||||
A write-down to fair value is recorded when the expected future cash flow is less than the net book value of the property or when events or changes in the property indicate that carrying amounts are not recoverable. This analysis is completed as needed, and at least annually. As of the date of this filing no events have occurred that would require the write-down of any assets the Company intends to hold. In addition, the carrying amounts of the Company's mining properties are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset's recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 and 2013, respectively, no indications of impairment existed for any assets the Company intends to hold. | |||||||||
Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years. Other non-mining assets are recorded at cost and depreciated on a straight-line basis over their estimated useful lives from 3 – 10 years. | |||||||||
Intellectual Property | Intellectual Property | ||||||||
The Company capitalized the intellectual property underlying the SmartPacTM product. The intellectual property has an indefinite life and therefore under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-30-35 “General Intangibles Other than Goodwill, Subsequent Measurement” will not be amortized. The carrying amount of the Company's intellectual property is reviewed at each balance sheet date to determine whether there is any indication of impairment. If such indication of impairment exists, the asset's recoverable amount will be reduced to its estimated fair value. As of December 31, 2014 no indications of impairment existed for the intellectual property. | |||||||||
Financial and Derivative Instruments | Financial and Derivative Instruments | ||||||||
The Company periodically enters into financial instruments. Upon entry, each instrument is reviewed for debt or equity treatment. In the event that the debt or equity treatment is not readily apparent, FASB ASC 480-10-S99 is consulted for temporary treatment. Once an event takes place that removes the temporary element the Company appropriately reclassifies the instrument to debt or equity. | |||||||||
The Company periodically assesses its financial and equity instruments to determine if they require derivative accounting. Instruments which may potentially require derivative accounting are conversion features of debt, equity, and common stock equivalents in excess of available authorized common shares, and contracts with variable share settlements. In the event of derivative treatment, the Company marks the instrument to market. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
Revenue from the sale of concentrate and industrial metals will be recognized when ownership passes to the purchaser at which time the following conditions are met: | |||||||||
i) | persuasive evidence that an agreement exists; | ||||||||
ii) | the risks and rewards of ownership pass to the purchaser including delivery of the product; | ||||||||
iii) | the selling price is fixed and determinable; or, | ||||||||
iv) | collectivity is reasonably assured. | ||||||||
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 processing 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 accrued as of December 31, 2014 or 2013. | |||||||||
Exploration Expenses and Technical Data | Exploration Expenses and Technical Data | ||||||||
Exploration costs not directly associated with proven reserves on our mining concessions are charged to operations as incurred. | |||||||||
Technical data, including engineering reports, maps, assessment reports, exploration samples certificates, surveys, environmental studies and other miscellaneous information, may be purchased for our mining concessions. When purchased for concessions without proven reserves the cost is considered research and development pertaining to a developing mine and is expensed when incurred. | |||||||||
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 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. | |||||||||
Stock Based Compensation | Stock Based Compensation | ||||||||
Stock based compensation is accounted for using the Equity-Based Payments to Non-Employee's Topic of the FASB ASC, which establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. We determine the value of stock issued at the date of grant. We also determine, at the date of grant, the value of stock at fair market value or the value of services rendered (based on contract or otherwise), whichever is more readily determinable. | |||||||||
Shares issued to employees are expensed upon issuance. | |||||||||
Stock based compensation for employees is accounted for using the Stock Based Compensation Topic of the FASB ASC. We use the fair value method for equity instruments granted to employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. | |||||||||
Comprehensive Gain (Loss) | Comprehensive Gain (Loss) | ||||||||
Total accumulated comprehensive gain (loss) and the components of accumulated other comprehensive gain (loss) are presented in the Consolidated Statements of Shareholders' (Deficit) Equity. Accumulated other comprehensive gain (loss) is composed of foreign currency translation adjustment effects and unrealized gains or losses on the fair value of stock investments. | |||||||||
Net Loss per Common Share | Net Loss per Common Share | ||||||||
Earnings per share is calculated in accordance with the Earnings per Share Topic of the FASB ASC. The weighted-average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share is computed using the weighted average number of shares plus dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and other convertible securities, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss. During the years ended December 31, 2014 and 2013, respectively, the Company incurred a net loss, resulting in no dilutive common shares. | |||||||||
Recently adopted and recently issued accounting guidance | Recently adopted and recently issued accounting guidance | ||||||||
Issued | |||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customers," (“ASU 2014-09”) 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 accounting principles generally accepted in the United States of America (“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, the FASB issued 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 removes 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 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 audited consolidated financial statements. | |||||||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. The new standard provides guidance as to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. The Company has elected to early adopt the provisions of ASU 2014-15 for these audited 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. | |||||||||
Basis_of_Presentation_and_Orga2
Basis of Presentation and Organization and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Basis of Presentation and Organization and Significant Accounting Policies [Abstract] | |||||||||
Summary of Exchange Rates | 31-Dec-14 | ||||||||
Current exchange rate | Ps. | 14.7348 | |||||||
Weighted average exchange rate for the year ended | Ps. | 13.3019 | |||||||
31-Dec-13 | |||||||||
Current exchange rate | Ps. | 13.0652 | |||||||
Weighted average exchange rate for the year ended | Ps. | 12.5439 | |||||||
Schedule of Allowances of Receivables | December 31, 2014 | December 31, 2013 | |||||||
Allowance – recoverable value-added taxes | $ | 1,436,115 | $ | 1,597,407 | |||||
Allowance – other receivables | 426,853 | 348,433 | |||||||
Total | $ | 1,862,968 | $ | 1,945,840 |
Assets_Held_for_Sale_or_Dispos1
Assets Held for Sale or Disposal, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Assets Held for Sale or Disposal, net [Abstract] | |||||||||||||
Schedule of Total Assets Held for Disposal, Net | Mining Concession | Outstanding Debt | Total Assets Held for Disposal, net | ||||||||||
31-Dec-14 | |||||||||||||
Dixie Mining District | $ | 450,000 | $ | - | $ | 450,000 | |||||||
Mining Concession | Outstanding Debt | Total Assets Held for Disposal, net | |||||||||||
31-Dec-13 | |||||||||||||
Pirita Prospect | $ | 250,000 | $ | (174,000 | ) | $ | 76,000 | ||||||
Las Viboras Dos Prospect | 188,094 | (234,832 | ) | (46,738 | ) | ||||||||
Dixie Mining District | 650,000 | - | 650,000 | ||||||||||
$ | 1,088,094 | $ | (408,832 | ) | $ | 679,262 |
Property_Plant_Equipment_Mine_1
Property, Plant, Equipment, Mine Development, and Land, net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Schedule of Property, Plant, Equipment, Mine Development, and Land, net | December 31, 2014 | December 31, 2013 | |||||||||||
Land | $ | 19,590 | $ | 19,590 | |||||||||
Mining concessions: | |||||||||||||
Pilar (a) | 710,172 | 710,172 | |||||||||||
Don Roman | 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 | |||||||||||
Picacho Groupings (See Note 15) | 1,571,093 | 1,571,093 | |||||||||||
Mining concessions | 3,678,575 | 3,678,575 | |||||||||||
Property, plant and equipment | 3,620,151 | 4,142,245 | |||||||||||
7,318,316 | 7,840,410 | ||||||||||||
Less – accumulated depreciation | (1,210,875 | ) | (1,145,991 | ) | |||||||||
$ | 6,107,441 | $ | 6,694,419 | ||||||||||
Schedule of Note Payable Instruments | Debt | IVA | Total | ||||||||||
Total remaining debt | $ | 486,739 | $ | 77,878 | $ | 564,617 | |||||||
Imputed interest | (28,959 | ) | - | (28,959 | ) | ||||||||
Present value of debt | $ | 457,780 | $ | 77,878 | $ | 535,658 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||
Summary of Income Tax Benefit | U.S. Companies | Mexico Companies | Total | ||||||||||||||
Current asset (liability) - total | $ | - | $ | - | $ | - | |||||||||||
Deferred asset (liability) - total | 7,309,000 | 2,478,000 | 9,787,000 | ||||||||||||||
Valuation allowance | (7,309,000 | ) | (2,478,000 | ) | (9,787,000 | ) | |||||||||||
Income tax asset (liability) | $ | - | $ | - | $ | - | |||||||||||
Summary of Deferred Tax Assets and Deferred Tax Liabilities | U.S. Companies | Mexico Companies | Total | ||||||||||||||
Deferred tax asset – current | $ | 10,238,000 | $ | - | $ | 10,238,000 | |||||||||||
Deferred tax asset – non-current portion | 3,131,000 | 2,855,000 | 5,986,000 | ||||||||||||||
Total deferred tax asset | 13,369,000 | 2,855,000 | 16,224,000 | ||||||||||||||
Deferred tax liability - current | - | - | - | ||||||||||||||
Deferred tax liability – non current | - | - | - | ||||||||||||||
Total deferred tax liability | - | - | - | ||||||||||||||
Valuation allowance | (13,369,000 | ) | (2,855,000 | ) | (16,224,000 | ) | |||||||||||
Net deferred tax asset (liability) | $ | - | $ | - | $ | - | |||||||||||
Summary of Operating Loss Carryforward Expirations | U.S. Companies | Mexico Companies | Total | ||||||||||||||
31-Dec-30 | $ | 7,600,000 | $ | 3,282,000 | $ | 10,882,000 | |||||||||||
31-Dec-31 | 2,366,000 | 1,643,000 | 4,009,000 | ||||||||||||||
31-Dec-32 | - | 1,294,000 | 1,294,000 | ||||||||||||||
31-Dec-33 | 543,000 | 2,112,000 | 2,655,000 | ||||||||||||||
31-Dec-34 | 18,211,000 | 1,187,000 | 19,398,000 | ||||||||||||||
Total net operating loss | $ | 28,720,000 | $ | 9,518,000 | $ | 38,238,000 | |||||||||||
Reconciliation of Effective Income Tax Rate | 2014 | 2013 | |||||||||||||||
Amount | Percentage | Amount | Percentage | ||||||||||||||
Tax at statutory federal rate | $ | (6,846,000 | ) | (35.0 | %) | $ | (783,000 | ) | (35.0 | %) | |||||||
Temporary differences | |||||||||||||||||
Exploration cost - current | 12,000 | 0.1 | % | 50,000 | 2.2 | % | |||||||||||
Exploration cost – non-current | 107,000 | 0.6 | % | 425,000 | 19 | % | |||||||||||
Stock based compensation | 142,000 | 0.7 | % | 21,000 | 0.9 | % | |||||||||||
Decrease in deferred tax asset due to re-acquisition of ACM | - | 0 | % | 6,284,000 | 280.8 | % | |||||||||||
Valuation allowance for U.S. Companies | 6,229,000 | 31.8 | % | (424,000 | ) | (18.9 | %) | ||||||||||
Valuation allowance for Mexico | 356,000 | 1.8 | % | 711,000 | 31.8 | % | |||||||||||
Tax provision at effective rate | $ | - | 0 | % | $ | 6,284,000 | 280.8 | % |
Notes_Payable_and_Convertible_1
Notes Payable and Convertible Note Payable, net (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Notes Payable and Convertible Note Payable, net [Abstract] | |||||||||||||||||||||||||||
Schedule of Notes Payable | December 31, | December 31, | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||||
2013 | |||||||||||||||||||||||||||
Mining concession (see Note 2 and 3) | $ | 709,623 | $ | - | |||||||||||||||||||||||
Notes payable | 306,381 | - | |||||||||||||||||||||||||
Auto loans | 11,219 | 66,619 | |||||||||||||||||||||||||
Note payable to Corporacion Amermin S.A. de C.V. (“Amermin”) | 1,175,122 | - | |||||||||||||||||||||||||
FreshTec required payments (see Note 6) | 1,831,250 | - | |||||||||||||||||||||||||
Convertible note payable, net | 260,000 | 75,652 | |||||||||||||||||||||||||
4,293,595 | 142,271 | ||||||||||||||||||||||||||
Less – current portion | (2,123,100 | ) | (38,614 | ) | |||||||||||||||||||||||
Less – current portion convertible note payable, net | (260,000 | ) | (75,652 | ) | |||||||||||||||||||||||
Total – non-current portion | $ | 1,910,495 | $ | 28,005 | |||||||||||||||||||||||
Five Year Maturity Schedule for Notes Payable | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||
Mining concessions | $ | 174,000 | $ | - | $ | - | $ | - | $ | - | $ | 535,623 | $ | 709,623 | |||||||||||||
Auto loans | 11,219 | - | - | - | - | - | 11,219 | ||||||||||||||||||||
Note payables | 106,631 | 91,590 | 108,160 | - | - | - | 306,381 | ||||||||||||||||||||
Note payable to Corporacion Amermin S.A. de C.V. (“Amermin”) | - | - | - | - | - | 1,175,122 | 1,175,122 | ||||||||||||||||||||
FreshTec required payments (See Note 6) | 1,831,250 | - | - | - | - | - | 1,831,250 | ||||||||||||||||||||
Convertible note payable, net | 260,000 | - | - | - | - | - | 260,000 | ||||||||||||||||||||
Total | $ | 2,383,100 | $ | 91,590 | $ | 108,160 | $ | - | $ | - | $ | 1,710,745 | $ | 4,293,596 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||
Schedule of Related Party Transactions | December 31, 2014 | December 31, 2013 | ||||||||||||
Due from related parties | $ | 104,868 | $ | 221,592 | ||||||||||
Due to related parties | - | (1,739,207 | ) | |||||||||||
$ | 104,868 | $ | (1,517,615 | ) |
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Non-controlling Interest [Abstract] | ||||||||
Summary of Non-controlling Interests | December 31, 2014 | December 31, 2013 | ||||||
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 | (25,695 | ) | (15,815 | ) | ||||
Treasury stock | (500,000 | ) | (500,000 | ) | ||||
Tara Gold equity | 5,706,096 | - | ||||||
Other | 6 | 6 | ||||||
Total non-controlling interest | $ | 8,890,003 | $ | 3,193,787 | ||||
Non-controlling interest at December 31, 2013 | $ | 3,193,787 | ||||||
Tara Gold equity | 5,706,096 | |||||||
Non-controlling interest at December 31, 2014 | 8,899,883 | |||||||
Net loss attributable to non-controlling interest | (9,880 | ) | ||||||
Non-controlling interest at December 31, 2014 | $ | 8,890,003 |
Options_and_Warrants_Tables
Options and Warrants (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Options and Warrants [Abstract] | |||||||||||||||||||
Summary of Fair Value Assumptions | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||
Expected volatility | 278.03 | % | 218.84 | % | |||||||||||||||
Weighted-average volatility | 278.03 | % | 218.84 | % | |||||||||||||||
Expected dividends | 0 | 0 | |||||||||||||||||
Expected term (in years) | 1.57 | 2 | |||||||||||||||||
Risk-free rate | 0.77 | % | 0.22 | % | |||||||||||||||
Summary of Option Activity | Options | Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate | ||||||||||||||
Intrinsic | |||||||||||||||||||
Value | |||||||||||||||||||
Outstanding at December 31, 2012 | 2,750,000 | $ | 0.34 | 3 | $ | 1,000,000 | |||||||||||||
Granted | 750,000 | 0.25 | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Forfeited, expired or cancelled | (750,000 | ) | 0.48 | ||||||||||||||||
Outstanding at December 31, 2013 | 2,750,000 | $ | 0.24 | 3 | $ | 210,000 | |||||||||||||
Granted | 2,400,000 | 0.18 | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||||
Outstanding at December 31, 2014 | 5,150,000 | $ | 0.23 | 4.0 | $ | 448,000 | |||||||||||||
Exercisable at December 31, 2014 | 4,990,000 | $ | 0.21 | 4.0 | $ | 448,000 | |||||||||||||
Non-vested Options | Options | Weighted-Average | |||||||||||||||||
Grant-Date Fair Value | |||||||||||||||||||
Non-vested at December 31, 2012 | 160,000 | $ | 0.48 | ||||||||||||||||
Granted | 750,000 | 0.25 | |||||||||||||||||
Vested | (340,000 | ) | 0.25 | ||||||||||||||||
Forfeited, expired or cancelled | (160,000 | ) | 0.48 | ||||||||||||||||
Non-vested at December 31, 2013 | 410,000 | $ | 0.37 | ||||||||||||||||
Granted | 2,400,000 | 0.18 | |||||||||||||||||
Vested | (2,650,000 | ) | 0.11 | ||||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||||
Non-vested at December 31, 2014 | 160,000 | $ | 0.18 | ||||||||||||||||
Summary of Warrant Activity | Warrants | Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||
Outstanding at December 31, 2012 | 2,788,333 | $ | 1.38 | 1 | $ | ||||||||||||||
Granted | - | - | |||||||||||||||||
Exercised | - | - | |||||||||||||||||
Forfeited, expired or cancelled | (2,788,333 | ) | (1.38 | ) | |||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | $ | - | ||||||||||||||
Granted | 16,610,371 | 0.32 | |||||||||||||||||
Exercised | -1,000,629 | 0.2 | |||||||||||||||||
Forfeited, expired or cancelled | - | - | |||||||||||||||||
Outstanding at December 31, 2014 | 15,609,742 | $ | 0.26 | 1.0 | $ | 101,497 | |||||||||||||
Exercisable at December 31, 2014 | 15,609,742 | $ | 0.26 | 1.0 | $ | 101,497 |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value [Abstract] | |||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value | |||||||||||||||||
Fair Value at December 31, 2014 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Fair market value of ACM's net identifiable assets | $ | 1,589,208 | $ | - | $ | - | $ | 1,589,208 | |||||||||
acquired (See Note 15) | |||||||||||||||||
Intellectual property | 2,745,229 | - | - | 2,745,229 | |||||||||||||
Total | $ | 4,334,437 | $ | - | $ | - | $ | 4,334,437 | |||||||||
Liabilities: | |||||||||||||||||
None | $ | - | $ | - | $ | - | $ | - | |||||||||
Fair Value at December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Fair market value of ACM's net identifiable | $ | 1,589,208 | $ | - | $ | - | $ | 1,589,208 | |||||||||
assets acquired (See Note 15) | |||||||||||||||||
Liabilities: | |||||||||||||||||
Beneficial conversion feature of note payable (See Note 8) | $ | 74,348 | $ | 74,348 | $ | - | $ | - | |||||||||
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs | Beginning balance | $ 1,589,208 | |||||||||||||||
Additions | 2,745,229 | ||||||||||||||||
Ending balance | $ | 4,334,437 | |||||||||||||||
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at reporting date | $ | - |
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Reporting [Abstract] | |||||||||
Schedule of Operating Segments | 31-Dec-14 | Packaging Technology | Mining | ||||||
Gross profit from external customers | $ | - | $ | 105,316 | |||||
Exploration expenses | - | (535,559 | ) | ||||||
Operating, general, and administrative expenses | (127,843 | ) | (814,118 | ) | |||||
Compensation expense | - | (201,194 | ) | ||||||
Selling expense | (38,000 | ) | - | ||||||
Depreciation and amortization | (7,442 | ) | (274,917 | ) | |||||
Segment operating loss before taxes and discontinued operations | $ | (173,285 | ) | $ | (1,720,471 | ) | |||
Revenues | December 31, 2014 | ||||||||
Total revenues from reportable segments | $ | 105,316 | |||||||
Total corporate and other revenues | - | ||||||||
Elimination of intercompany corporate revenues | - | ||||||||
Total consolidated revenues | $ | 105,316 | |||||||
Profit or Loss | |||||||||
Total loss from reportable segments | $ | (1,893,757 | ) | ||||||
Discontinued operations mining segment | 9,572,818 | ||||||||
Other loss from reportable segments | (10,668,809 | ) | |||||||
Unallocated amounts: | |||||||||
Corporate expenses | (7,019,345 | ) | |||||||
Loss on disposal | (4,385 | ) | |||||||
Non-controlling interest | 9,880 | ||||||||
Net loss attributable to Firma Holdings' shareholders | $ | (10,003,616 | ) | ||||||
Assets | |||||||||
Total assets for packaging technology segment | $ | 3,449,233 | |||||||
Total assets for mining segment | 6,804,072 | ||||||||
Corporate assets | 750,476 | ||||||||
Other unallocated amounts | - | ||||||||
Consolidated total | $ | 11,003,781 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses packaging technology segment | $ | 19,937 | |||||||
Accounts payable and accrued expenses mining segment | 537,416 | ||||||||
Notes payable packaging technology segment | 1,831,250 | ||||||||
Notes payable mining segment | 1,027,224 | ||||||||
Corporate accounts payable and accrued expense | 1,123,054 | ||||||||
Corporate notes payable | 1,435,122 | ||||||||
Consolidated total | $ | 5,974,003 |
Reacquisition_of_ACM_Tables
Re-acquisition of ACM (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Re-acquisition of ACM [Abstract] | ||||
Schedule of Assets Acquired and Liabilities Assumed | Assets: | May 8, 2013 | ||
Picacho Groupings | $ | 1,571,093 | ||
Improvements (Mine site warehouse) | 18,115 | |||
Liabilities: | ||||
None | - | |||
Fair market value of net identifiable assets acquired | 1,589,208 | |||
Less: Fair value of the consideration transferred for ACM | - | |||
Add: Release of Adit's tax liability due to the termination of the purchase | 1,900,763 | |||
Value of assigned gain on bargain acquisition of ACM | $ | 3,489,971 |
Deconsolidation_and_Variable_I1
Deconsolidation and Variable Interest Entity (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Deconsolidation and Variable Interest Entity [Abstract] | |||
Schedule of assets and liabilities | Assets: | December 31, 2014 | |
Cash | $ | 294 | |
Prepaid expenses | 6,138 | ||
Liabilities: | |||
Accounts payable | 118,707 | ||
Net deficit | $ | (112,275) |
Basis_of_Presentation_and_Orga3
Basis of Presentation and Organization and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
item | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Number of business segments | 2 | |
Current exchange rate | 14.7348 | 13.0652 |
Weighted average exchange rate for the three months ended | 13.3019 | 12.5439 |
Maximum FDIC insurable balance per account | $250,000 | |
Number of bank accounts in excess of the FDIC insurable limit | 1 | |
Foreign value-added tax rate | 16.00% | |
Allowance | 1,862,968 | 1,945,840 |
Bad debt expense | 129,018 | 836,959 |
Mining plant and equipment [Member] | Minimum [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Property,plant and equipment, estimated useful lives | 3 years | |
Mining plant and equipment [Member] | Maximum [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Property,plant and equipment, estimated useful lives | 10 years | |
Non-mining assets [Member] | Minimum [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Property,plant and equipment, estimated useful lives | 3 years | |
Non-mining assets [Member] | Maximum [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Property,plant and equipment, estimated useful lives | 10 years | |
Allowance-Recoverable Value-Added Taxes [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Allowance | 1,436,115 | 1,597,407 |
Allowance-Other Receivables [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Allowance | $426,853 | $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% | |
Adit Resources Corp [Member] | ||
Nature Of Business And Significant Accounting Policies [Line Items] | ||
Interest in subsidiaries | 87.00% |
Assets_Held_for_Sale_or_Dispos2
Assets Held for Sale or Disposal, net (Narrative) (Details) (USD $) | 1 Months Ended | |||||
Jun. 30, 2009 | Feb. 28, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Jul. 31, 2011 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price of entity | $1,088,094 | |||||
Debt instrument, face amount | 150,000 | |||||
Note payable | 4,293,595 | 142,271 | ||||
Assets held for disposal | 450,000 | 679,262 | ||||
Dixie Mining District [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price of entity | 650,000 | |||||
Area of land package | 6,741 | |||||
Pirita [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price of entity | 250,000 | 250,000 | ||||
Consideration paid with cash | 50,000 | |||||
Value added tax consideration at acquisition of entity | 30,000 | |||||
Debt instrument, face amount | 230,000 | |||||
Note payable | 174,000 | 174,000 | ||||
Assets held for disposal | 76,000 | |||||
Las Viboras Dos [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price of entity | 188,094 | 188,094 | ||||
Value added tax consideration at acquisition of entity | 30,095 | |||||
Note payable | 234,832 | |||||
Assets held for disposal | -46,738 | |||||
Dixie Mining District [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price of entity | 450,000 | 650,000 | ||||
Assets held for disposal | 450,000 | 650,000 | ||||
Dixie Mining District [Member] | Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of asset held for sale | $450,000 |
Assets_Held_for_Sale_or_Dispos3
Assets Held for Sale or Disposal, net (Schedule of Total Assets Held for Disposal, Net) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2009 | Jul. 31, 2011 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Mining Concession | $1,088,094 | |||
Outstanding Debt | -408,832 | |||
Total Assets Held for Disposal, net | 450,000 | 679,262 | ||
Pirita [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Mining Concession | 250,000 | 250,000 | ||
Outstanding Debt | -174,000 | |||
Total Assets Held for Disposal, net | 76,000 | |||
Las Viboras Dos [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Mining Concession | 188,094 | 188,094 | ||
Outstanding Debt | -234,832 | |||
Total Assets Held for Disposal, net | -46,738 | |||
Dixie Mining District [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Mining Concession | 450,000 | 650,000 | ||
Outstanding Debt | ||||
Total Assets Held for Disposal, net | $450,000 | $650,000 |
Property_Plant_Equipment_Mine_2
Property, Plant, Equipment, Mine Development, and Land, net (Schedule of Property, Plant, Equipment, Mine Development, and Land, net) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | $7,318,316 | $7,840,410 |
Less - accumulated depreciation | -1,210,875 | -1,145,991 |
Property, plant, equipment, mine development, land and construction in progress, net, total | 6,107,441 | 6,694,419 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 19,590 | 19,590 |
Mine Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 3,678,575 | 3,678,575 |
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 |
Picacho Fractions [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 1,571,093 | 1,571,093 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | $3,620,151 | $4,142,245 |
Property_Plant_Equipment_Mine_3
Property, Plant, Equipment, Mine Development, and Land, net (Narrative) (Details) (USD $) | 1 Months Ended | ||
Jan. 31, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Purchase price of entity | $1,088,094 | ||
Notes payable | 4,293,595 | 142,271 | |
Long-term debt, total future payments | 4,293,596 | ||
Pilar [Member] | |||
Debt Instrument [Line Items] | |||
Purchase price of entity | 739,130 | ||
Consideration paid by subsidiary | 115,737 | ||
Notes payable | 535,659 | ||
Long-term debt, total future payments | $739,130 | ||
Incremental borrowing rate used to calculate discount | 501.00% |
Property_Plant_Equipment_Mine_4
Property, Plant, Equipment, Mine Development, and Land, net (Schedule of Note Payable Instruments) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Present value of future payments: | ||
Total remaining debt | $408,832 | |
Present value of debt | 4,293,595 | 142,271 |
Debt [Member] | ||
Present value of future payments: | ||
Total remaining debt | 486,739 | |
Imputed interest | -28,959 | |
Present value of debt | 457,780 | |
IVA [Member] | ||
Present value of future payments: | ||
Total remaining debt | 77,878 | |
Imputed interest | ||
Present value of debt | 77,878 | |
Total [Member] | ||
Present value of future payments: | ||
Total remaining debt | 564,617 | |
Imputed interest | -28,959 | |
Present value of debt | $535,658 |
Property_Plant_Equipment_Mine_5
Property, Plant, Equipment, Mine Development, and Land, net (Other Mining Commitments) (Details) (Tania Iron Ore Project [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Royalty amount, per tonne of material removed | 7 | |
Royalty expense | $100,000 | $100,000 |
Threshold used to determine royalty per tonne | 500,000 | |
First 500,000 tonnes removed [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Royalty amount, per tonne of material removed | 6 |
Note_receivable_current_Detail
Note receivable, current (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note receivable, current [Abstract] | ||
Note receivable agreement | $530,500 | |
Interest rate | 20.00% | 16.00% |
Accrued interest | 43,974 | |
Loan fees | $20,010 | |
Loan fee rate | 8.00% |
Other_Assets_current_and_noncu1
Other Assets, current and non-current (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 |
Other Assets [Line Items] | |||
Prepaid expenses | $134,666 | $114,425 | |
Security deposits | 19,478 | 21,684 | |
Components part inventory for internally constructed product of the SmartPac product | 88,559 | 0 | |
Tania Iron Ore Project [Member] | |||
Other Assets [Line Items] | |||
Advances | 100,000 | ||
Payment towards property improvements | $175,000 |
Intellectual_Property_Purchase1
Intellectual Property Purchase Agreement (Details) (USD $) | 0 Months Ended |
28-May-14 | |
United States, Mexico and Canada [Member] | |
Business Acquisition [Line Items] | |
Amount paid for acquisition | $500,000 |
FreshTec required payments (See Note 4) [Member] | |
Business Acquisition [Line Items] | |
Number of shares issued for acquisition | 1,000,000 |
Royalties payable share price | $0.08 |
FreshTec required payments (See Note 4) [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 required payments (See Note 4) [Member] | United States, Mexico and Canada [Member] | After royalties paid [Member] | |
Business Acquisition [Line Items] | |
Royalties payable share price | $0.15 |
FreshTec required payments (See Note 4) [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 required payments (See Note 4) [Member] | European Union [Member] | After royalties paid [Member] | |
Business Acquisition [Line Items] | |
Royalties payable share price | $0.15 |
FreshTec required payments (See Note 4) [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 required payments (See Note 4) [Member] | All other countries [Member] | After royalties paid [Member] | |
Business Acquisition [Line Items] | |
Royalties payable share price | $0.15 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes [Line Items] | |
Uncertain tax positions | |
Tax Year 2011 [Member] | |
Income Taxes [Line Items] | |
Open tax years | 2011 |
Tax Year 2014 [Member] | |
Income Taxes [Line Items] | |
Open tax years | 2014 |
American Copper Mining S.A. de C.V. [Member] | |
Income Taxes [Line Items] | |
Net operating loss, in Mexico | 67,000 |
Deferred tax benefit, in Mexico | 20,000 |
American Metal Mining S.A. de C.V. [Member] | |
Income Taxes [Line Items] | |
Net operating loss, in Mexico | 9,450,000 |
Deferred tax benefit, in Mexico | 2,835,000 |
Firma Holdings and Adit [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards, in U.S. | 13,148,000 |
Deferred tax benefit, in U.S. | 4,602,000 |
Tara Gold [Member] | |
Income Taxes [Line Items] | |
Net operating loss carryforwards, in U.S. | 25,049,000 |
Deferred tax benefit, in U.S. | 8,767,000 |
Income_Taxes_Summary_of_Income
Income Taxes (Summary of Income Tax Benefit) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Current asset (liability) - total | ||
Deferred asset (liability) - total | 16,224,000 | 9,787,000 |
Valuation allowance | -16,224,000 | -9,787,000 |
Income tax asset (liability) | ||
U.S. Companies [Member] | ||
Income Taxes [Line Items] | ||
Current asset (liability) - total | ||
Deferred asset (liability) - total | 13,369,000 | 7,309,000 |
Valuation allowance | -13,369,000 | -7,309,000 |
Income tax asset (liability) | ||
Mexico Companies [Member] | ||
Income Taxes [Line Items] | ||
Current asset (liability) - total | ||
Deferred asset (liability) - total | 2,855,000 | 2,478,000 |
Valuation allowance | -2,855,000 | -2,478,000 |
Income tax asset (liability) |
Income_Taxes_Summary_of_Deferr
Income Taxes (Summary of Deferred Tax Assets and Deferred Tax Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Line Items] | ||
Deferred tax asset - current | $10,238,000 | $4,456,000 |
Deferred tax asset - non-current | 5,986,000 | 5,331,000 |
Deferred tax asset | 16,224,000 | 9,787,000 |
Deferred tax liability - current | ||
Deferred tax liability - non current | ||
Deferred tax liability | ||
Valuation allowance | -16,224,000 | -9,787,000 |
Net deferred tax asset (liability) | ||
U.S. Companies [Member] | ||
Income Taxes [Line Items] | ||
Deferred tax asset - current | 10,238,000 | 4,456,000 |
Deferred tax asset - non-current | 3,131,000 | 2,853,000 |
Deferred tax asset | 13,369,000 | 7,309,000 |
Deferred tax liability - current | ||
Deferred tax liability - non current | ||
Deferred tax liability | ||
Valuation allowance | -13,369,000 | -7,309,000 |
Net deferred tax asset (liability) | ||
Mexico Companies [Member] | ||
Income Taxes [Line Items] | ||
Deferred tax asset - current | ||
Deferred tax asset - non-current | 2,855,000 | 2,478,000 |
Deferred tax asset | 2,855,000 | 2,478,000 |
Deferred tax liability - current | ||
Deferred tax liability - non current | ||
Deferred tax liability | ||
Valuation allowance | -2,855,000 | -2,478,000 |
Net deferred tax asset (liability) |
Income_Taxes_Schedule_of_Opera
Income Taxes (Schedule of Operating Loss Carryforward Expirations) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $38,238,000 |
Operating Loss Carryforward One [Member] | |
Operating Loss Carryforwards [Line Items] | |
Expiration of operating loss carry forward | 31-Dec-30 |
Net operating loss carryforwards | 10,882,000 |
Operating Loss Carryforward Two [Member] | |
Operating Loss Carryforwards [Line Items] | |
Expiration of operating loss carry forward | 31-Dec-31 |
Net operating loss carryforwards | 4,009,000 |
Operating Loss Carryforward Three [Member] | |
Operating Loss Carryforwards [Line Items] | |
Expiration of operating loss carry forward | 31-Dec-32 |
Net operating loss carryforwards | 1,294,000 |
Operating Loss Carryforward Four [Member] | |
Operating Loss Carryforwards [Line Items] | |
Expiration of operating loss carry forward | 31-Dec-33 |
Net operating loss carryforwards | 2,655,000 |
Operating Loss Carryforwards Five [Member] | |
Operating Loss Carryforwards [Line Items] | |
Expiration of operating loss carry forward | 31-Dec-34 |
Net operating loss carryforwards | 19,398,000 |
U.S. Companies [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 28,720,000 |
U.S. Companies [Member] | Operating Loss Carryforward One [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 7,600,000 |
U.S. Companies [Member] | Operating Loss Carryforward Two [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 2,366,000 |
U.S. Companies [Member] | Operating Loss Carryforward Three [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | |
U.S. Companies [Member] | Operating Loss Carryforward Four [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 543,000 |
U.S. Companies [Member] | Operating Loss Carryforwards Five [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 18,211,000 |
Mexico Companies [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 9,518,000 |
Mexico Companies [Member] | Operating Loss Carryforward One [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 3,282,000 |
Mexico Companies [Member] | Operating Loss Carryforward Two [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 1,643,000 |
Mexico Companies [Member] | Operating Loss Carryforward Three [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 1,294,000 |
Mexico Companies [Member] | Operating Loss Carryforward Four [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 2,112,000 |
Mexico Companies [Member] | Operating Loss Carryforwards Five [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $1,187,000 |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Effect Income Tax Rate) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
Statutory federal tax rate | ($6,846,000) | ($783,000) |
Temporary differences | ||
Exploration cost - current | 12,000 | 50,000 |
Exploration cost - non-current | 107,000 | 425,000 |
Share based compensation | 142,000 | 21,000 |
Decrease in deferred tax asset due to re-acquisition of ACM | 6,284,000 | |
Tax provision at effective rate | 6,284,000 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Statutory Federal tax rate | -35.00% | -35.00% |
Temporary differences | ||
Exploration cost - current | 0.10% | 2.20% |
Exploration cost - non-current | 0.60% | 19.00% |
Stock based compensation | 0.70% | 0.90% |
Decrease in deferred tax asset due to re-acquisition of ACM | 0.00% | 280.80% |
Tax provision at effective rate | 0.00% | 280.80% |
U.S. Companies [Member] | ||
Temporary differences | ||
Valuation allowance | 6,229,000 | -424,000 |
Temporary differences | ||
Valuation allowance | 31.80% | -18.90% |
Mexico Companies [Member] | ||
Temporary differences | ||
Valuation allowance | $356,000 | $711,000 |
Temporary differences | ||
Valuation allowance | 1.80% | 31.80% |
Notes_Payable_and_Convertible_2
Notes Payable and Convertible Note Payable, net (Schedule of Notes Payable) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||
Present value of debt | $4,293,595 | $142,271 |
Less - current portion | -2,123,100 | -38,614 |
Less - current portion convertible note payable, net | -260,000 | -75,652 |
Total - non-current portion | 1,910,495 | 28,005 |
Mining Concessions [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 709,623 | |
Auto Loans [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 11,219 | 66,619 |
FreshTec required payments (See Note 4) [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 1,831,250 | |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 306,381 | |
Note Payable to Corporacion Amermin S.A. de C.V. [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 1,175,122 | |
Debt instrument, beginning maturity date | 1-Jan-20 | |
Convertible note payable, net [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | $260,000 | $75,652 |
Notes_Payable_and_Convertible_3
Notes Payable and Convertible Note Payable, net (Narrative) (Details) (USD $) | 12 Months Ended | 24 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2010 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $4,293,596 | $4,293,596 | ||
Purchase price of entity | 1,088,094 | |||
Notes payable | 4,293,595 | 142,271 | 4,293,595 | |
Note payable amount | 150,000 | |||
Interest rate | 20.00% | 16.00% | 20.00% | |
Note payable, outstanding balance | 2,123,100 | 38,614 | 2,123,100 | |
Beneficial conversion value for convertible debt and financial instruments | 94,850 | 120,000 | 120,000 | |
Debt conversion, price per share | $0.10 | |||
Amortization | 120,000 | |||
Interest expense | 219,417 | 254,004 | ||
Convertible note one [Member] | ||||
Debt Instrument [Line Items] | ||||
Note payable, outstanding balance | 31,631 | 31,631 | ||
Number of vendors whose balances converted to notes payable | 2 | |||
Long-term convertible debt | 80,000 | 80,000 | ||
Gain on debt extinguishment | 5,000 | |||
Promissory note one [Member] | ||||
Debt Instrument [Line Items] | ||||
Down payment | 31,250 | |||
Monthly payment for 18 months | 6,250 | |||
Remaining 18 months, monthly payment | 9,015 | |||
Notes payable, term | 36 months | |||
Convertible note two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | 1-Jul-15 | |||
Beneficial conversion value for convertible debt and financial instruments | 60,000 | |||
Debt conversion, price per share | $0.10 | $0.10 | ||
Amortization | 60,000 | |||
Interest expense | 11,000 | |||
Long-term convertible debt | 60,000 | 60,000 | ||
Convertible note three [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, maturity date | 1-Jul-15 | |||
Beneficial conversion value for convertible debt and financial instruments | 34,850 | |||
Debt conversion, price per share | $0.10 | $0.10 | ||
Amortization | 34,850 | |||
Interest expense | 9,000 | |||
Long-term convertible debt | 50,000 | 50,000 | ||
Note payable to Corporacion Amermin S.A. de C.V. ("Amermin") [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 1,175,122 | 1,175,122 | ||
Notes payable | 1,175,122 | 1,175,122 | ||
Interest rate | 3.00% | 3.00% | ||
Debt instrument, beginning maturity date | 1-Jan-20 | |||
Truck [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 29,038 | |||
Note payable amount | 31,038 | |||
Interest rate | 3.74% | |||
Debt instrument, maturity date | 31-Aug-18 | |||
Note payable, outstanding balance | 11,219 | 66,619 | 11,219 | |
Down payment | 2,000 | |||
Interest expense | $26,000 | |||
Automobile Loan [Member] | American Metal Mining S.A. de C.V. [Member] | ||||
Debt Instrument [Line Items] | ||||
Minimum interest rate | 13.50% | |||
Maximum interest rate | 14.50% | |||
Debt instrument, beginning maturity date | 1-Aug-14 | |||
Debt instrument, ending maturity date | 30-Jun-15 |
Notes_Payable_and_Convertible_4
Notes Payable and Convertible Note Payable, net (Five Year Maturity Schedule for Notes Payable) (Details) (USD $) | Dec. 31, 2014 |
Debt Instrument [Line Items] | |
2015 | $2,383,100 |
2016 | 91,590 |
2017 | 108,160 |
2018 | |
2019 | |
Thereafter | 1,710,745 |
Total | 4,293,596 |
Mining Concessions [Member] | |
Debt Instrument [Line Items] | |
2015 | 174,000 |
2016 | |
2017 | |
2018 | |
2019 | |
Thereafter | 535,623 |
Total | 709,623 |
Auto Loans [Member] | |
Debt Instrument [Line Items] | |
2015 | 11,219 |
2016 | |
2017 | |
2018 | |
2019 | |
Thereafter | |
Total | 11,219 |
Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2015 | 106,631 |
2016 | 91,590 |
2017 | 108,160 |
2018 | |
2019 | |
Thereafter | |
Total | 306,381 |
Note payable to Corporacion Amermin S.A. de C.V. ("Amermin") [Member] | |
Debt Instrument [Line Items] | |
2015 | |
2016 | |
2017 | |
2018 | |
2019 | |
Thereafter | 1,175,122 |
Total | 1,175,122 |
FreshTec required payments (See Note 4) [Member] | |
Debt Instrument [Line Items] | |
2015 | 1,831,250 |
2016 | |
2017 | |
2018 | |
2019 | |
Thereafter | |
Total | 1,831,250 |
Convertible note payable, net [Member] | |
Debt Instrument [Line Items] | |
2015 | 260,000 |
2016 | |
2017 | |
2018 | |
2019 | |
Thereafter | |
Total | $260,000 |
Related_Party_Transactions_Sch
Related Party Transactions (Schedule of Related Party Transactions) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ||
Due from related parties | $104,868 | $221,592 |
Due to related parties | -1,739,207 | |
Amounts due from (to) related parties | $104,868 | ($1,517,615) |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Debt instrument, face amount | $150,000 | |
Due from related parties | 104,868 | 221,592 |
Due to related parties | 1,739,207 | |
Interest rate | 20.00% | 16.00% |
Notes payable | 4,293,595 | 142,271 |
Note payable to Corporacion Amermin S.A. de C.V. ("Amermin") [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 3.00% | |
Debt instrument, beginning maturity date | 1-Jan-20 | |
Notes payable | 1,175,122 | |
Adit Resources Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Debt instrument, face amount | 5,652,030 | 4,286,663 |
Due from related parties | 610,000 | |
Debt instrument, variable interest reference rate | U.S. prime | |
Interest spread on variable rate | 3.25% | |
Debt instrument, ending maturity date | 31-Dec-15 | |
American Metal Mining S.A. de C.V. [Member] | Amermin [Member] | Pilar [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $535,659 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||
Aug. 01, 2014 | 28-May-14 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | Feb. 28, 2015 | Mar. 31, 2015 | 31-May-14 | Mar. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||
Common stock, par value per share | $0.00 | $0.00 | $0.00 | |||||||||||||||||
Shares issued for debt conversion, shares | 1,600,000 | |||||||||||||||||||
Debt conversion, principal amount converted | $800,000 | |||||||||||||||||||
Shares issued for services rendered, shares | 213,047 | 50,000 | 50,000 | 50,000 | ||||||||||||||||
Shares issued for services rendered, value | 47,466 | 12,000 | 13,500 | 18,000 | 172,900 | |||||||||||||||
Units issued in private offering, number of units | 5,920,006 | 400,000 | 500,000 | 500,000 | 190,000 | 3,500,000 | ||||||||||||||
Proceeds from issuance of private offering | 1,776,002 | 24,000 | 100,000 | 100,000 | 30,400 | 700,000 | ||||||||||||||
Shares issued, price per share | $0.22 | $0.24 | $0.27 | $0.20 | $0.30 | $0.36 | $0.20 | $0.24 | $0.20 | |||||||||||
Number of shares of common stock in each unit | 1 | |||||||||||||||||||
Number of warrants in each unit | 1 | |||||||||||||||||||
Number of warrants entitled to purchase one share of common stock | 2 | |||||||||||||||||||
Strike price | $0.20 | |||||||||||||||||||
Warrant exercise price | $0.40 | $0.06 | $0.20 | $0.06 | ||||||||||||||||
Shares issued for stock option exercise, shares | ||||||||||||||||||||
Proceeds from stock option exercises | 346,286 | 186,640 | ||||||||||||||||||
Common stock sold for cash, shares | 4,500,000 | |||||||||||||||||||
Common stock sold for cash | 1,350,000 | |||||||||||||||||||
Financial instrument conversion, shares issued | 300,000 | |||||||||||||||||||
Financial instrument conversion, shares remaining to be issued | 1,300,000 | |||||||||||||||||||
Share price | $0.30 | |||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercised | 1,000,629 | |||||||||||||||||||
Value of warrants exercised | 200,126 | |||||||||||||||||||
Warrant exercise price | $0.26 | $1.38 | ||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Units issued in private offering, number of units | 2,462,728 | 3,220,000 | ||||||||||||||||||
Proceeds from issuance of private offering | 492,546 | 644,000 | ||||||||||||||||||
Shares issued, price per share | $0.20 | $0.20 | ||||||||||||||||||
Warrant exercise price | $0.20 | $0.20 | ||||||||||||||||||
Subsequent Event [Member] | Warrants [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Exercised | 875,625 | 2,005,000 | ||||||||||||||||||
Value of warrants exercised | 175,125 | 401,000 | ||||||||||||||||||
Warrant exercise price | $0.20 | $0.20 | ||||||||||||||||||
Private offering one [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Units issued in private offering, number of units | 5,000,000 | |||||||||||||||||||
Proceeds from issuance of private offering | 750,000 | |||||||||||||||||||
Shares issued, price per share | $0.15 | |||||||||||||||||||
Number of shares of common stock in each unit | 1 | |||||||||||||||||||
Number of warrants in each unit | 1 | |||||||||||||||||||
Number of warrants entitled to purchase one share of common stock | 2 | |||||||||||||||||||
Warrant exercise price | $0.35 | |||||||||||||||||||
Private offering two [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Units issued in private offering, number of units | 1,817,007 | |||||||||||||||||||
Proceeds from issuance of private offering | 545,102 | |||||||||||||||||||
Warrant exercise price | $0.30 | |||||||||||||||||||
Issuance One [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares issued for services rendered, shares | 250,000 | |||||||||||||||||||
Shares issued for services rendered, value | 70,000 | |||||||||||||||||||
Shares issued, price per share | $0.28 | |||||||||||||||||||
Issuance Two [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares issued for services rendered, shares | 100,000 | |||||||||||||||||||
Shares issued for services rendered, value | 29,000 | |||||||||||||||||||
Shares issued, price per share | $0.29 | |||||||||||||||||||
Champinon [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares issued for services rendered, value | $150,000 | |||||||||||||||||||
Shares issued for technical data, shares | 500,000 | |||||||||||||||||||
Shares issued, price per share | $0.30 | $0.30 |
NonControlling_Interest_Detail
Non-Controlling Interest (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Non-controlling Interest [Line Items] | ||
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 |
Officer stock based compensation | 1,374,880 | 1,374,880 |
Cumulative net loss attributable to non-controlling interest | -25,695 | -15,815 |
Net loss attributable to non-controlling interest | -9,880 | -47,753 |
Treasury stock | -500,000 | -500,000 |
Tara Gold equity | 5,706,096 | |
Other | 6 | 6 |
Carrying amount of any non-controlling interest | 8,890,003 | 3,193,787 |
Non-controlling interest | $8,899,883 |
Options_and_Warrants_Narrative
Options and Warrants (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Aug. 01, 2014 | 28-May-14 | Apr. 30, 2013 | 31-May-11 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2010 | Dec. 31, 2010 | Sep. 30, 2012 | Sep. 30, 2010 | Dec. 31, 2011 | |
Class of Warrant or Right [Line Items] | |||||||||||
Options granted during the period | 1,400,000 | 1,000,000 | 750,000 | 750,000 | 2,400,000 | 750,000 | |||||
Option exercise price | $0.25 | ||||||||||
Value of options vested during period | $59,645 | ||||||||||
Exercise price | $0.05 | $0.30 | |||||||||
Proceeds on exercise of options | 346,286 | 186,640 | |||||||||
Nonqualified Stock Option Plan [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Options granted during the period | 1,250,000 | ||||||||||
Option exercise price | $0.05 | $0.05 | |||||||||
Value of options vested during period | 2,334,201 | ||||||||||
Service Related Grants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Options granted during the period | 200,000 | ||||||||||
Option exercise price | $1 | ||||||||||
Value of options vested during period | $145,412 | $36,353 | |||||||||
Options granted, vesting period | 5 years | 2 years |
Options_and_Warrants_Summary_o
Options and Warrants (Summary of Fair Value Assumptions) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Options and Warrants [Abstract] | ||
Expected volatility | 278.03% | 218.84% |
Weighted-average volatility | 278.03% | 218.84% |
Expected dividends | $0 | $0 |
Expected term (in years) | 1 year 6 months 25 days | 2 years |
Risk-free rate | 0.77% | 0.22% |
Options_and_Warrants_Summary_o1
Options and Warrants (Summary of Option Activity) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Aug. 01, 2014 | 28-May-14 | Apr. 30, 2013 | 31-May-11 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | |||||||
Outstanding | 2,750,000 | 2,750,000 | |||||
Granted | 1,400,000 | 1,000,000 | 750,000 | 750,000 | 2,400,000 | 750,000 | |
Exercised | |||||||
Forfeited, expired or cancelled | -750,000 | ||||||
Outstanding | 5,150,000 | 2,750,000 | 2,750,000 | ||||
Exercisable at December 31, 2014 | 4,990,000 | ||||||
Weighted-Average Exercise Price | |||||||
Outstanding | $0.24 | $0.34 | |||||
Granted | $0.18 | $0.25 | |||||
Exercised | |||||||
Forfeited, expired or cancelled | $0.48 | ||||||
Outstanding | $0.23 | $0.24 | $0.34 | ||||
Exercisable at December 31, 2014 | $0.21 | ||||||
Weighted-Average Remaining Contractual Term | |||||||
Outstanding | 4 years | 3 years | 3 years | ||||
Exercisable at December 31, 2014 | 4 years | ||||||
Aggregate Intrinsic Value | |||||||
Outstanding | $448,000 | $210,000 | $1,000,000 | ||||
Exercisable at December 31, 2014 | $448,000 | ||||||
Non-vested Options | |||||||
Non-vested | 410,000 | 160,000 | |||||
Granted | 2,400,000 | 750,000 | |||||
Vested | -2,650,000 | -340,000 | |||||
Forfeited, expired or cancelled | -160,000 | ||||||
Non-vested | 160,000 | 410,000 | 160,000 | ||||
Weighted -Average Grant-Date Fair Value | |||||||
Non-vested | $0.37 | $0.48 | |||||
Granted | $0.18 | $0.25 | |||||
Vested | $0.11 | $0.25 | |||||
Forfeited, expired or cancelled | $0.48 | ||||||
Non-vested | $0.18 | $0.37 | $0.48 |
Options_and_Warrants_Summary_o2
Options and Warrants (Summary of Warrant Activity) (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Oct. 31, 2013 | |
Weighted-Average Exercise Price | |||||
Outstanding | $0.40 | $0.20 | |||
Outstanding | $0.06 | $0.40 | $0.20 | ||
Warrants [Member] | |||||
Shares | |||||
Outstanding | 2,788,333 | ||||
Granted | 16,610,371 | ||||
Exercised | -1,000,629 | ||||
Forfeited, expired or cancelled | -2,788,333 | ||||
Outstanding | 15,609,742 | 2,788,333 | |||
Exercisable at December 31, 2014 | 15,609,742 | ||||
Weighted-Average Exercise Price | |||||
Outstanding | $1.38 | ||||
Granted | $0.32 | ||||
Exercised | $0.20 | ||||
Forfeited, expired or cancelled | ($1.38) | ||||
Outstanding | $0.26 | $1.38 | |||
Exercisable at December 31, 2014 | $0.26 | ||||
Weighted-Average Remaining Contractual Term | |||||
Outstanding | 1 year | 1 year | |||
Exercisable at December 31, 2014 | 1 year | ||||
Aggregate Intrinsic Value | |||||
Outstanding | $101,497 | ||||
Exercisable at December 31, 2014 | $101,497 |
Fair_Value_Schedule_of_Assets_
Fair Value (Schedule of Assets and Liabilities Measured at Fair Value) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Total [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired (See Note 15) | $1,589,208 | $1,589,208 |
Intellectual property | 2,745,229 | |
Total | 4,334,437 | |
Liabilities: | ||
Beneficial conversion feature of note payable (See Note 8) | 74,348 | |
Level 1 [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired (See Note 15) | ||
Intellectual property | ||
Total | ||
Liabilities: | ||
Beneficial conversion feature of note payable (See Note 8) | 74,348 | |
Level 2 [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired (See Note 15) | ||
Intellectual property | ||
Total | ||
Liabilities: | ||
Beneficial conversion feature of note payable (See Note 8) | ||
Level 3 [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired (See Note 15) | 1,589,208 | 1,589,208 |
Intellectual property | 2,745,229 | |
Total | 4,334,437 | |
Liabilities: | ||
Beneficial conversion feature of note payable (See Note 8) |
Fair_Value_Summary_of_Assets_a
Fair Value (Summary of Assets and Liabilites Measured at Fair Value on a Recurring Basis Using Unobservable Inputs) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Iron Ore Properties Financial Instrument | |
Beginning balance | $1,589,208 |
Additions | 2,745,229 |
Ending balance | 4,334,437 |
The amount of total gains or losses for the year included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at reporting date |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ||
Gross profit | $105,316 | |
Segment operating loss before taxes and discontinued operations | -19,581,929 | -2,238,196 |
Revenues | ||
Total revenue | 105,316 | |
Elimination of intercompany corporate revenues | ||
Profit or Loss | ||
Discontinued operations | 9,568,433 | |
Unallocated amounts: | ||
Corporate expenses | -7,019,345 | |
Loss on disposal | -4,385 | |
Non-controlling interest | 9,880 | |
Net loss attributable to Firma Holdings' shareholders | -10,003,616 | -8,474,443 |
Assets | ||
Other unallocated amounts | ||
Total assets | 11,003,781 | 7,659,654 |
Liabilities | ||
Liabilities | 5,974,003 | 3,070,167 |
Packaging Technology [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross profit | ||
Exploration expenses | ||
Operating, general, and administrative expenses | -127,843 | |
Compensation expense | ||
Selling expense | -38,000 | |
Depreciation and amortization | -7,442 | |
Segment operating loss before taxes and discontinued operations | -173,285 | |
Assets | ||
Total assets | 3,449,233 | |
Liabilities | ||
Accounts payable and accrued expenses | 19,937 | |
Notes payable | 1,831,250 | |
Mining [Member] | ||
Segment Reporting Information [Line Items] | ||
Gross profit | 105,316 | |
Exploration expenses | -535,559 | |
Operating, general, and administrative expenses | -814,118 | |
Compensation expense | -201,194 | |
Selling expense | ||
Depreciation and amortization | -274,917 | |
Segment operating loss before taxes and discontinued operations | -1,720,471 | |
Profit or Loss | ||
Discontinued operations | 9,572,818 | |
Assets | ||
Total assets | 6,804,072 | |
Liabilities | ||
Accounts payable and accrued expenses | 537,416 | |
Notes payable | 1,027,224 | |
Corporate [Member] | ||
Assets | ||
Total assets | 750,476 | |
Liabilities | ||
Notes payable | 1,435,122 | |
Accounts payable and accrued expense | 1,123,054 | |
Reportable Segments [Member] | ||
Revenues | ||
Total revenue | 105,316 | |
Profit or Loss | ||
Profit or loss | -1,893,757 | |
Other [Member] | ||
Profit or Loss | ||
Profit or loss | -10,668,809 | |
Total corporate and other revenues [Member] | ||
Revenues | ||
Total revenue |
Reacquisition_of_ACM_Details
Re-acquisition of ACM (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | 8-May-13 | Apr. 04, 2012 | |
Liabilities | ||||
Value of assigned gain on bargain acquisition of ACM | $3,489,971 | |||
American Copper Mining S.A. de C.V. [Member] | ||||
Business Acquisition [Line Items] | ||||
Percent of interest sold to Yamana | 99.99% | |||
Proceeds from the sale of American Copper Mining | 7,500,000 | |||
Payment to Mexican government for release of tax lien | 780,000 | |||
Assets | ||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Mining Concessions | 1,571,093 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Buildings | 18,115 | |||
Liabilities | ||||
None | ||||
Fair market value of net identifiable assets acquired | 1,589,208 | |||
Less: Fair value of the consideration transferred for ACM | ||||
Add: Release of Adit?s tax liability due to the termination of the purchase | 1,900,763 | |||
Value of assigned gain on bargain acquisition of ACM | 3,489,971 | |||
American Copper Mining S.A. de C.V. [Member] | Adit [Member] | ||||
Business Acquisition [Line Items] | ||||
Consideration paid with equity issued to acquiree | $500,000 | |||
Number of shares called by warrant issued | 250,000 |
Deconsolidation_and_Variable_I2
Deconsolidation and Variable Interest Entity (Narratives) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deconsolidation [Line Items] | ||
Face amount | $150,000 | |
Interest rate (as a percent) | 20.00% | 16.00% |
Total loss on deconsolidation | -5,350,610 | |
Amermin [Member] | ||
Deconsolidation [Line Items] | ||
Total loss on deconsolidation | 415,000 | |
Fair value of investment | 4,935,000 | |
Amermin [Member] | Tara Gold [Member] | ||
Deconsolidation [Line Items] | ||
Face amount | $10,315,020 | |
Interest rate (as a percent) | 3.22% |
Deconsolidation_and_Variable_I3
Deconsolidation and Variable Interest Entity (Schedule of Assets and Liabilities) (Details) (Tara Gold [Member], USD $) | Dec. 31, 2014 |
Tara Gold [Member] | |
Assets: | |
Cash | $294 |
Prepaid expenses | 6,138 |
Liabilities: | |
Accounts payable | 118,707 |
Net deficit | ($112,275) |
Subsequent_Events_Details_Narr
Subsequent Events (Details) (Narrative - Shares Issuance) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||||||||||||
Aug. 01, 2014 | 28-May-14 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | 31-May-11 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2010 | Dec. 31, 2010 | Feb. 28, 2015 | Feb. 28, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | |
Subsequent Event [Line Items] | |||||||||||||||||||||
Units issued in private offering, number of units | 5,920,006 | 400,000 | 500,000 | 500,000 | 190,000 | 3,500,000 | |||||||||||||||
Proceeds from issuance of private offering | $1,776,002 | $24,000 | $100,000 | $100,000 | $30,400 | $700,000 | |||||||||||||||
Shares issued, price per share | $0.24 | $0.27 | $0.20 | $0.20 | $0.24 | $0.22 | $0.30 | $0.36 | |||||||||||||
Warrant exercise price | $0.40 | $0.06 | $0.20 | $0.06 | |||||||||||||||||
Options granted during the period | 1,400,000 | 1,000,000 | 750,000 | 750,000 | 2,400,000 | 750,000 | |||||||||||||||
Option exercise price | $0.25 | ||||||||||||||||||||
Nonqualified Stock Option Plan [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Options granted during the period | 1,250,000 | ||||||||||||||||||||
Option exercise price | $0.05 | $0.05 | |||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrant exercise price | $0.26 | $1.38 | |||||||||||||||||||
Exercised | 1,000,629 | ||||||||||||||||||||
Value of warrants exercised | 200,126 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Units issued in private offering, number of units | 2,462,728 | 3,220,000 | |||||||||||||||||||
Proceeds from issuance of private offering | 492,546 | 644,000 | |||||||||||||||||||
Shares issued, price per share | $0.20 | $0.20 | |||||||||||||||||||
Warrant exercise price | $0.20 | $0.20 | |||||||||||||||||||
Subsequent Event [Member] | Dixie Mining District [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Proceeds from sale of asset held for sale | 450,000 | ||||||||||||||||||||
Subsequent Event [Member] | Warrants [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Warrant exercise price | $0.20 | $0.20 | |||||||||||||||||||
Exercised | 875,625 | 2,005,000 | |||||||||||||||||||
Value of warrants exercised | $175,125 | $401,000 | |||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares issued, price per share | $0.30 | $0.30 | |||||||||||||||||||
Subsequent Event [Member] | Offerings [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares issued, price per share | $0.20 | $0.20 |
Subsequent_Events_Details_Narr1
Subsequent Events (Details) (Narrative - Acquisition) (USD $) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2014 | Mar. 30, 2015 | |
item | ||
Subsequent Event [Line Items] | ||
Gross revenue | $105,316 | |
Subsequent Event [Member] | SSL [Member] | ||
Subsequent Event [Line Items] | ||
Number of production facilities | 2 | |
Number of shares issued upon acquisition | 16,000,000 | |
EBITDA | 1,000,000 | |
Percentage of EBITDA to be paid | 25.00% | |
Maximum payment to former members | 2,000,000 | |
Subsequent Event [Member] | SSL [Member] | Nine Months after the closing, but prior to the second anniversary of the closing [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares returned | 3,000,000 | |
Subsequent Event [Member] | SSL [Member] | Nine Months after the closing, but prior to the second anniversary of the closing [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Gross revenue | 7,500,000 | |
EBITDA | 1,125,000 | |
Subsequent Event [Member] | SSL [Member] | Twenty Four months after the closing, but prior to the second anniversary of the closing [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares returned | 2,000,000 | |
Subsequent Event [Member] | SSL [Member] | Twenty Four months after the closing, but prior to the second anniversary of the closing [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Gross revenue | 10,000,000 | |
EBITDA | 1,500,000 | |
Subsequent Event [Member] | SSL [Member] | Twenty Four months after the closing, but prior to the third anniversary of the closing, more than $15,000,000 of gross revenue [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares returned | 3,000,000 | |
Subsequent Event [Member] | SSL [Member] | Twenty Four months after the closing, but prior to the third anniversary of the closing, more than $15,000,000 of gross revenue [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Gross revenue | 15,000,000 | |
EBITDA | 2,250,000 | |
Subsequent Event [Member] | SSL [Member] | Twenty Four months after the closing, but prior to the third anniversary of the closing, more than $20,000,000 of gross revenue [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares returned | 2,000,000 | |
Subsequent Event [Member] | SSL [Member] | Twenty Four months after the closing, but prior to the third anniversary of the closing, more than $20,000,000 of gross revenue [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Gross revenue | 20,000,000 | |
EBITDA | $3,000,000 | |
Subsequent Event [Member] | SSL [Member] | Alcamo [Member] | ||
Subsequent Event [Line Items] | ||
Operation term | 6 years | |
Area of factory | 53,500 | |
Subsequent Event [Member] | SSL [Member] | Catania [Member] | ||
Subsequent Event [Line Items] | ||
Area of factory | 48,000 |