Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 19, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Entity Registrant Name | FIRMA HOLDINGS CORP. | |
Entity Central Index Key | 1,387,054 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 119,320,696 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 294,391 | $ 738,610 |
Accounts receivable | 459,385 | |
Other receivables, net | 648,906 | $ 20,446 |
Note receivable | 647,652 | 594,485 |
Prepaid assets | $ 317,347 | 134,666 |
Assets held for disposal, net | 450,000 | |
Due from related parties | $ 103,644 | 104,868 |
Inventory | 460,917 | 88,559 |
Other current assets | 21,844 | 19,477 |
Total current assets | 2,954,086 | 2,151,111 |
Property, plant, equipment, mine development and land, net | 8,867,452 | 6,107,441 |
Intellectual property | 2,745,229 | $ 2,745,229 |
Goodwill | 1,660,730 | |
Other assets | 25,582 | |
Total assets | 16,253,079 | $ 11,003,781 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,079,037 | 1,680,408 |
Notes payable, current portion | 4,214,459 | 2,123,100 |
Convertible notes payable, net | 260,000 | 260,000 |
Total current liabilities | 7,553,496 | 4,063,508 |
Notes payable, non-current portion | 2,301,189 | 1,910,495 |
Total liabilities | 9,854,685 | 5,974,003 |
Stockholders' equity: | ||
Common stock: $0.001 par value; authorized 200,000,000 shares; issued and outstanding 119,320,696 and 94,032,340 shares | 119,321 | 94,032 |
Additional paid-in capital | 44,473,407 | 40,984,888 |
Common stock payable | 1 | 667,671 |
Accumulated deficit | (41,325,057) | (45,760,739) |
Accumulated other comprehensive income | (46,400) | 153,923 |
Total Firma Holdings stockholders' equity | 3,221,272 | (3,860,225) |
Non-controlling interest | 3,177,122 | 8,890,003 |
Total stockholders' equity | 6,398,394 | 5,029,778 |
Total liabilities and stockholders' equity | $ 16,253,079 | $ 11,003,781 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 119,320,696 | 94,032,340 |
Common stock, shares outstanding | 119,320,696 | 94,032,340 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net sales and revenues | $ 243,064 | $ 243,064 | $ 105,316 | |
Cost of products sold | 319,713 | 319,713 | ||
Gross margin (deficit) | (76,649) | (76,649) | $ 105,316 | |
Exploration expenses | 3,928 | $ 312,468 | 4,625 | 475,861 |
Sales, general and administrative expenses | 929,455 | 637,162 | 1,663,183 | 1,190,422 |
Net operating loss | (1,010,032) | (949,630) | (1,744,457) | (1,560,967) |
Non-operating (loss) income: | ||||
Interest income | 39,575 | 12,588 | 78,133 | 25,042 |
Interest expense | $ (24,599) | $ (60,338) | (37,104) | (186,681) |
Gain on debt due to extinguishment | 148,115 | 5,000 | ||
Gain (loss) on disposal or sale of assets | $ 4,078 | $ 3,882 | 4,078 | (50,676) |
Other income | 383 | 99 | 1,557 | 11,860 |
Total non-operating income (loss) | 19,437 | (43,769) | 194,779 | (195,455) |
Loss before income taxes | $ (990,595) | $ (993,399) | $ (1,549,678) | $ (1,756,422) |
Income tax provision | ||||
Loss before discontinued operations | $ (990,595) | $ (993,399) | $ (1,549,678) | $ (1,756,422) |
Gain on discontinued operations of Tara Gold Resources Corp., (including loss on disposal of $19,971), net of tax | 5,978,575 | |||
Net income (loss) | $ (990,595) | $ (993,399) | 4,428,897 | $ (1,756,422) |
Net loss attributable to non-controlling interest | 243 | 239 | 6,785 | 4,902 |
Net income (loss) attributable to Firma Holdings' shareholders | (990,352) | (993,160) | 4,435,682 | (1,751,520) |
Other comprehensive loss: | ||||
Foreign currency translation loss | $ (69,400) | $ (11,427) | (20,148) | $ (15,153) |
Unrealized loss on fair value of stock | (180,175) | |||
Total comprehensive income (loss) | $ (1,059,752) | $ (1,004,587) | $ 4,235,359 | $ (1,766,673) |
Loss before discontinued operations, basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Discontinued operations per share, basic | 0 | 0 | 0.06 | 0 |
Net income (loss) per share, basic | $ (0.01) | $ (0.01) | $ 0.04 | $ (0.02) |
Weighted average number of shares, basic | 100,845,696 | 81,545,798 | 99,038,839 | 81,315,318 |
Loss before discontinued operations, diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
Discontinued operations per share, diluted | 0 | 0 | 0.05 | 0 |
Net income (loss) per share, diluted | $ (0.01) | $ (0.01) | $ 0.04 | $ (0.02) |
Weighted average number of shares, diluted | 100,845,696 | 81,545,798 | 109,488,844 | 81,315,318 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | |
Loss on disposal | $ 19,971 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) attributable to Firma Holdings' shareholders | $ 4,435,682 | $ (1,751,520) |
Adjustments to reconcile net income (loss) to net cash: | ||
Depreciation and amortization | 125,312 | 146,835 |
Allowance for doubtful accounts | (123,993) | 51,968 |
Stock based compensation | 56,136 | 59,645 |
Non-controlling interest in net income (loss) of consolidated subsidiaries | $ (6,785) | (4,902) |
Accretion of beneficial conversion feature and debt discount | 160,767 | |
Gain on debt due to extinguishment | $ (148,115) | (5,000) |
Other | (4,078) | $ 50,705 |
Discontinued operations | (5,978,575) | |
Changes in current operating assets and liabilities: | ||
Accounts receivables | (84,831) | |
Other receivables, net | (54,467) | $ (23,029) |
Prepaid expenses | (199,302) | $ 6,925 |
Inventory | (109,345) | |
Note receivable, current | (53,168) | |
Other assets | (8,520) | $ (108) |
Accounts payable and accrued expenses | (237,003) | 666,076 |
Net cash used in operating activities | (2,391,052) | $ (641,638) |
Cash flows from investing activities: | ||
Cash included in acquisition of Sicilian Sun Ltd., LLC and subsidiary | $ 2,189 | |
Acquisition of intellectual property | $ (547,412) | |
Net cash provided by (used in) investing activities | $ 2,189 | (547,412) |
Cash flows from financing activities: | ||
Proceeds from common stock sales | 1,190,000 | 1,295,102 |
Proceeds from notes payable | 850,000 | 110,000 |
Payments towards notes payable | (76,431) | (32,561) |
Change in due to/from related parties, net | 1,223 | (113,180) |
Net cash provided by financing activities | 1,964,792 | 1,259,361 |
Effect of exchange rate changes on cash | (20,148) | (15,153) |
Net (decrease) increase in cash | (444,219) | 55,158 |
Beginning of period cash balance | 738,610 | 76,758 |
End of period cash balance | 294,391 | 131,916 |
Supplemental Information: | ||
Interest paid | $ 1,605 | $ 3,172 |
Income taxes paid | ||
Non-cash Investing and Financing Transactions: | ||
Beneficial conversion value for convertible debt and financial instruments | $ 94,850 | |
Reclassification of asset held for sale to other receivables | $ 450,000 | |
Reclassification of prepaid to deposit for acquisition | 19,428 | |
Acquisition of Sicilian Sun Limited, LLC and subsidiary with common stock | $ 1,600,000 | |
Acquisition of intellectual property through debt and options | $ 2,186,529 | |
Other | $ 47,466 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1. Nature of Business and Significant Accounting Policies Nature of business and principles of consolidation: The accompanying Condensed Consolidated Financial Statements of Firma Holdings Corp. ( Firma Holdings or the Company ) should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2014 . Significant accounting policies disclosed therein have not changed, except as noted below. Firma Holdings , incorporated in Nevada on May 12, 2006 , formerly a subsidiary of Tara Gold Resources Corp. (Tara Gold), consists of three business segments: mining , packaging technology and food manufacturing . 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. This segment 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 A. de C.V. (ACM) . Firma Holdings owns 99.9% of the common stock of American Metal Mining S.A. de C.V. (AMM), a Mexican corporation and 87 Our technology business segment owns the SmartPac 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. Our food manufacturing business segment consists of the 2015 acquisition of Sicilian Sun Limited, LLC (SSL) , and it's wholly owned Italian subsidiary, Sicilian Sun Foods s.r.l. (SSF) , and two production facilities located in Alcamo and Catania on the island of Sicily. This business segment 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 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. Effective February 2015, the Company no longer considered Tara Gold a VIE as defined above and has presented transactions related to Tara Gold as discontinued operations in these financial statements . At June 30 , 2014 (the comparable prior period for the statement of operations) the Company had no joint ventures or VIEs. The accompanying c ondensed c onsolidated f inancial s tatements and the related footnote information are unaudited. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance s heets of the Company as of June 30 , 2015 and December 31, 2014 , the condensed consolidated results of its operations for the three and six months ended June 30 2015 and 2014, and cash flows for the six months ended June 30 , 2015 and 2014 . Results of operations reported for interim periods are not necessarily indicative of results for the entire year . The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. All significant inter-company balances and transactions have been eliminated in consolidation. The reporting currency of the Company , Adit and SSL is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso and the functional currency of SSF is the Euro . As a result, the financia l statements of the se subsidiar ies ha ve been re-measured from Mexican pesos or the Euro into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for non-monetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with non-monetary assets and liabilities , and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency transaction gains and losses resulting from U.S. dollar denominated transactions are eliminated. The resulting re-measurement gain (loss) is recorded to other comprehensive gain (loss). Current and historical exchange rates are not indicative of what future exchange rates will be and should not be construed as such. Relevant exchange rates used in the preparation of the financial statements for AMM , ACM and SSF are as follows for the six months ended June 30 , 2015 and 2014 . Mexican pesos per one U.S. dollar or the U.S. dollar per one Euro : June 30, 2015 (unaudited) Current exchange rate Ps. 15.6599 EU 1.1094 Weighted average exchange rate for the six months ended Ps. 14.7990 EU 1.1026 June 30, 2014 (unaudited) Current exchange rate Ps. 13.0002 Weighted average exchange rate for the six months ended Ps. 13.1171 The Company's significant accounting policies are: 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 inventory has been stated apart from other current assets . Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16 Under certain circumstances, these taxes are recoverable by filing a tax return and as determined by the Mexican taxing authority. Our allowance in association with our receivable from IVA from our Mexico subsidiary is based on our determination that the Mexican government may not allow the complete refund of these taxes. Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary. June 30, 2015 December 31, 2014 (Unaudited) Allowance recoverable value-added taxes $ 1,353,509 $ 1,436,115 Allowance other receivables 385,468 426,853 Total $ 1,738,977 $ 1,862,968 Bad debt (recovery) expense was $ 4,713 and $ 51,968 at June 30 , 2015 and 2014 , respectively. AMM received refunds of $ 2 ,729 and $ 40,489 for IVA taxes as of June 30 , 2015 and 2014, respectively. Inventories Inventories are stated at the lower of cost, determined on a first-in, first-out basis (FIFO), or market, including direct material costs and direct and indirect manufacturing costs. Revenue Recognition Revenue for products is recognized when the sales amount is determined, shipment of goods to the customer has occurred and collection is reasonably assured. Fair Value Accounting As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Recently Adopted and Recently Issued Accounting Guidance Adopted In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20), which eliminates the concept of extraordinary items. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. The new guidance is to be applied prospectively but may also be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has elected to early adopt the provisions of ASU 2015-01 for these interim financial statements. R ecent 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. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Inventory [Abstract] | |
Inventory | Note 2. Inventory June 30, 2015 December 31, 2014 (Unaudited) Raw materials and packaging $ 283,033 $ - Finished foods 85,470 - SSF inventory 368,503 - Component inventory parts for SmartPacTM 92,414 88,559 $ 460,917 $ 88,559 |
Property, Plant, Equipment, Min
Property, Plant, Equipment, Mine development and Land, net | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant, Equipment, Mine development and Land, net [Abstract] | |
Property, Plant, Equipment, Mine development and Land, net | Note 3. Property, P lant, E quipment, M ine d evelopment and L and , net June 30, 2015 December 31, 2014 (Unaudited) 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 1,571,093 1,571,093 Mining concessions 3,678,575 3,678,575 Property, plant and equipment 6,517,597 3,620,151 10,215,762 7,318,316 Less accumulated depreciation (1,348,310 ) (1,210,875 ) $ 8,867,452 $ 6,107,441 Pilar, Don Roman, Las Nuvias, Centenario, La Palma and La Verde properties are located in Mexico and are known as the Don Roman Groupings. The Picacho and Picacho Fractions are located in Mexico and are known as the Picacho Groupings. All properties listed above are paid for in full except the following: In January 2007, the Company acquired the Pilar de Mocoribo Prospect (Pilar) from Tara Gold 's former subsidiary Corporacion Amermin S.A. de C.V. for $ 739,130 115,737 of value-added tax (as amended). The Company owes $ 535,65 8 for this mining concession (including the applicable value- added tax). In accordance with the Interest Topic of FASB ASC, the future payments of the total payment amount of $ 739,130 discounted using the incremental borrowing rate of 5.01 , 2015 , 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 In addition to the Company's mining concessions and the Don Roman Plant, with the acquisition of Sicilian Sun Foods Ltd., LLC and its subsidiary the Company also acqu ired approximately $ 2,9 00,000 of fixed assets consisting of plant equipment, furniture and fixtures, and leasehold improvements to the plants in Italy. |
Assets Held for Disposal, net
Assets Held for Disposal, net | 6 Months Ended |
Jun. 30, 2015 | |
Assets Held for Disposal, net [Abstract] | |
Assets Held for Disposal, net | Note 4. Assets Held for Disposal, net In February 2015, the Company sold all concessions in the Dixie Mining District for $ 450,000 was reclassified from assets held for sale to other receivables . |
Note receivable, current
Note receivable, current | 6 Months Ended |
Jun. 30, 2015 | |
Note Receivable, current [Abstract] | |
Note Receivable, current | Note 5. 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 20 wa s 60 th day next following the Company's funding of the loan. The Company extended the maturity date to December 31, 2015 without additional penalty, but will continue to accrue interest in accordance with the stated rate of 20%. Interest a ccrued as of June 30 , 2015 was $ 97,142 . |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable, net | 6 Months Ended |
Jun. 30, 2015 | |
Notes Payable and Convertible Notes Payable, net [Abstract] | |
Notes Payable and Convertible Notes Payable, net | Note 6. Notes Payable and Convertible Note s Payable, net The following table represents the outstanding balance of notes payable. June 30, 2015 December 31, 2014 (Unaudited) Mining concession (see Note 3) $ 709,623 $ 709,623 Notes payable 2,831,653 306,381 Auto loans - 11,219 Note payable to Corporacion Amermin S.A. de C.V. (Amermin) 1,175,122 1,175,122 FreshTec required payments 1,799,250 1,831,250 Convertible notes payable 260,000 260,000 6,775,648 4,293,595 Less current portion (4,214,459 ) (2,123,100 ) Less current portion convertible notes payable (260,000 ) (260,000 ) Total non-current portion $ 2,301,189 $ 1,910,495 Material changes to the Company's consolidated notes payable are discussed below: With the purchase of the SmartPac TM technology, the Company agreed to pay $ 1,000,000 for rights to the United States, Mexico and Canada and $ 1,000,000 These amounts, as amended are due December 2015, early payments are not prohibited. In association with the acquisition of Sicilian Sun Foods Ltd., LLC and its subsidiary the Company also assumed approximately $ 1,453,000 On May 18, 2015 the Company, through SSL, raised $ 750,000 10 On June 25, 2015, the Company raised $ 100,000 During the year ended December 31, 2013 the Company raised $ 150,000 The note was due in February 2014, extended to July 2014 and again extended until July 2015 ; bears interest of 16 0.10 The beneficial conversion feature of the note payable was determined to be $ 120,000 which has been fully accreted to interest expense . Accrued i nterest expense related to the convertible note was $ 38,000 as of June 30 , 2015 . During 2014 the Company raised $ 60,000 extended to July 2014 and again extended until July 2015, and can be converted to the Company's stock at $ 0.10 The beneficial conversion feature of the note payable was determined to be $ 6 0,000 which has been fully accreted to interest expense. Accrued i nterest expense related to the convertible note was $ 17,000 as of June 3 0 , 2015 . During 2014 the Company raised $ 50,000 0.10 The beneficial conversion feature of the note payable was determined to be $ 34,850 which has been fully accreted to interest expense. Accrued i nterest expense related to the convertible note was $ 15,000 as of June 30 , 2015. The remaining notes payable either have not changed during the period ending June 30 , 2015 . The five year maturity schedule for notes payable and convertible notes payable, net is presented below: 2016 2017 2018 2019 2020 Thereafter Total Mining concessions $ 174,000 $ - $ - $ - $ - $ 535,623 $ 709,623 Note payables 2,241,209 213,080 377,364 - - - 2,831,653 Note payable to Corporacion Amermin S.A. de C.V. (Amermin) - - - - - 1,175,122 1,175,122 FreshTec required payments 1,799,250 - - - - - 1,799,250 Convertible note payable, net 260,000 - - - - - 260,000 Total $ 4,474,459 $ 213,080 $ 377,364 $ - $ - $ 1,710,745 $ 6,775,648 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions June 30, 2015 December 31, 2014 (Unaudited) Due from related parties $ 103,644 $ 104,868 All transactions with related parties have occurred in the normal course of operations. These transactions are primarily in Mexico and are measured at the appropriate foreign exchange amount. As disclosed with the purchase agreement, which was filed with both the Company's 2014 Form 10-K and March 31, 2015 Form 10-Q, our CEO Francis R. Biscan, Jr. is a major investor in SSL and as such the SSL transaction has elements of a related party transaction. The following are intercompany transactions that eliminate during the consolidation of these financial statements: During 2013, Firma Holdings issued Adit six promissory notes for $ 4,286,663 610,000 bears interest at U.S. prime rate plus 3.25 June 30 , 2015 Firma Holdings owed Adit $ 5,809,853 in interest and principal. This intercompany transaction has been eliminated in consolidation. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders' Equity December 2014 January 2015 , the Company sold 3,839,394 common shares in a private offering for $ 767,879 in cash, or $ 0.20 In December 2014, the Company granted all subscribers from the 2014 $ 0.30 0.20 0.20 1,000,629 for $ 200,126 ; as of January 31, 2015 additional warrants representing 1,973,333 394,666 . These shares were issued in February 2015. The warrant offering expired on January 31, 2015 resulting in 8,176,404 . In February 2015, the Company entered into a separation agreement with a former employee converting all accrued payroll of $ 100,899 to 10 In March and April 2015, the Company sold 2,475 ,000 common shares in a private offering for $ 495 ,000 in cash, or $ 0.20 . These shares were issued in June 2015. As discussed in Note 13, effective April 20, 2015 the Company closed on its acquisition of Sicilian Sun Ltd, LLC and its subsidiary, issuing 16,000,000 0.10 1,600,000 |
Options
Options | 6 Months Ended |
Jun. 30, 2015 | |
Options [Abstract] | |
Options | Note 9. Options The Company 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 February 2007, the Company granted options to a former officer under it Nonqualified Stock Option Plan. The option allow for the purchase of 15 0,000 shares of common stock at an exercise price of $ 0.05 These options vested immediately, expire in January 2020 (as extended in January 2015). In accordance with the Stock Compensation Topic, FASB ASC 718-20-35, the Company 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. In January 2010, the Company granted options to three of its officers under its Nonqualified Stock Option Plan. The options allow for the purchase of 1,250,000 0.05 the Company 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. 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 0.30 1 186,640 In May 2015 the options were extended for 1 year. In accordance with the Stock Compensation Topic, FASB ASC 718-20-35, the Company 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. 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 201 5 . 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. June 30, 2015 December 31, 2014 Expected volatility 277.069 % 278.03 % Weighted-average volatility 277.069 % 278.03 % Expected dividends 0 0 Expected term (in years) 1.00 1.57 Risk-free rate 1.570 % 0.77 % A summary of option activity under the plans as of June 30 , 2015 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, 2014 5,150,000 $ 0.23 Granted 1,000,000 0.30 Exercised - - Forfeited, expired or cancelled (1,000,000 ) 0.30 Outstanding at June 30, 2015 5,150,000 $ 0.23 4.0 $ 140,000 Exercisable at June 30, 2015 5,150,000 $ 0.24 4.0 $ 140,000 Non-vested Options Options Weighted-Average Grant-Date Fair Value Non-vested at December 31, 2014 160,000 $ 0.18 Granted 1,000,000 0.30 Vested (1,600,000 ) 0.28 Forfeited, expired or cancelled - - Non-vested at June 30, 2015 - $ 0.25 A summary of warrant activity as of June 30, 2015 , 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, 2014 15,609,742 $ 0.26 $ 101,497 Granted - - Exercised (1,973,333 ) 0.20 Forfeited, expired or cancelled (8,176,404 ) 0.20 Outstanding at June 30, 2015 5,460,005 $ 0.17 1.0 $ - Exercisable at June 30, 2015 5,460,005 $ 0.17 1.0 $ - All warrants vest upon issuance. |
Non-controlling Interest
Non-controlling Interest | 6 Months Ended |
Jun. 30, 2015 | |
Non-controlling Interest [Abstract] | |
Non-controlling Interest | Note 10. 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: June 30, 2015 December 31, 2014 (Unaudited) Common stock for cash $ 1,999,501 $ 1,999,501 Common stock for services 95,215 95,215 Exploration expenses paid for in subsidiary common stock 240,000 240,000 Stock based compensation 1,374,880 1,374,880 Cumulative net loss attributable to non-controlling interest (32,480 ) (25,695 ) Treasury stock (500,000 ) (500,000 ) Tara Gold equity - 5,706,096 Other 6 6 Total non-controlling interest $ 3,177,122 $ 8,890,003 A summary of activity as of June 30 , 2015 and changes during the period then ended is presented below: Non-controlling interest at December 31, 2014 $ 8,890,003 Net loss attributable to non-controlling interest (6,785 ) Tara Gold equity (5,706,096 ) Non-controlling interest at June 30, 2015 $ 3,177,122 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value [Abstract] | |
Fair Value | Note 11. Fair Value In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value at June 30, 2015 Total Level 1 Level 2 Level 3 Assets: Fair market value of ACM's net identifiable assets acquired $ 1,589,000 $ - $ - $ 1,589,000 Intellectual property 2,745,229 - - 2,745,229 Total $ 4,334,229 $ - $ - $ 4,334,229 Liabilities: None $ - $ - $ - $ - Fair Value at December 31, 2014 Total Level 1 Level 2 Level 3 Assets: Fair market value of ACM's net identifiable assets acquired $ 1,589,000 $ - $ - $ 1,589,000 Intellectual property 2,745,229 - - 2,745,229 Total $ 4,334,229 $ - $ - $ 4,334,229 Liabilities: None $ - $ - $ - $ - |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 12. Segment Reporting The Company's operating segments are strategic business units that offer different products and services. For the period ended June 30, 2015 , the Company's has three business segments: mining , packaging technology and food manufacturing . The mining segment consists of gold and industrial metal mining concessions in Mexico ; the technology segment consists of the Company's intellectual property related to the SmartPac product ; and the food manufacturing segment contains the operations of SSL . The food manufacturing segment became a repor table entity as of June 30, 2015 and was not in existence as of June 30 , 2014 . June 30, 2015 Packaging Technology Mining Food Manufacturing Gross loss from external customers $ - $ - $ (76,649) Exploration expenses - (4,625 ) - Operating, general, and administrative expenses (65,149 ) (340,533 ) (398,075 ) Compensation expense - (84,770 ) (142,067 ) Selling expense (60,000 ) - - Depreciation and amortization (2,481 ) (109,594 ) (10,345 ) Segment operating loss before taxes and discontinued operations $ (127,630) $ (539,522 ) $ (627,136) June 30, 201 4 Packaging Technology Mining Gross income from external customers $ - $ 105,316 Exploration expenses - (475,861 ) Operating, general, and administrative expenses (16,331 ) (447,613 ) Compensation expense - (99,945 ) Selling expense (16,331 ) - Depreciation and amortization - (146,835 ) Segment operating loss before taxes and discontinued operations $ (32,662) $ (1,064,938 ) Revenues June 30, 2015 June 30, 2014 Total consolidated revenues $ 243,064 $ 105,316 Profit or Loss Total loss from reportable segments $ (1,294,287) $ (1,097,316) Other income (loss) from reportable segments 222,881 (17,689 ) Unallocated amounts: Corporate expenses (478,273 ) (641,132 ) Gain on discontinued operations 5,978,575 - Non-controlling interest 6,785 4,902 Net income (loss) attributable to Firma Holdings' shareholders $ 4,435,682 $ (1,751,520) Assets Total assets for packaging technology segment $ 3,485,294 $ 2,734,040 Total assets for mining segment 6,721,278 7,248,228 Total assets from food manufacturing segment 6,009,322 - Corporate assets 37,185 137,962 Other unallocated amounts - - Consolidated total $ 16,253,079 $ 10,120,230 Liabilities Accounts payable and accrued expenses packaging technology segment $ 26,993 $ 42,457 Accounts payable and accrued expenses mining segment 491,489 2,359,343 Accounts payable and accrued expenses food manufacturing segment 1,145,137 - Notes payable packaging technology segment 1,799,250 2,000,000 Notes payable mining segment 719,659 11,508 Notes payable food manufacturing segment 2,565,618 - Corporate accounts payable and accrued expense 1,415,417 898,666 Corporate notes payable 1,691,122 354,119 Consolidated total $ 9,854,685 $ 5,666,093 |
Acquisition of Sicilian Sun Ltd
Acquisition of Sicilian Sun Ltd., LLC and subsidiary | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition of Sicilian Sun Ltd., LLC and subsidiary [Abstract] | |
Acquisition of Sicilian Sun Ltd., LLC and subsidiary | Note 13. Acquisition of Sicilian Sun Ltd., LLC and subsidiary On March 30, 2015 the Company signed an agreement to acquire all outstanding membership units Sicilian Sun Limited, LLC. The Company subsequently amended the agreement to clarify Exhibit A only ; no changes in payment terms were made. 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 acquisition closed effective April 20, 2015. The Company calculated the fair value of the business acquisition as follows: Trade receivables $ 374,554 Inventory 263,013 Tax credits 86,171 Fixed assets 2,979,684 Other assets 5,288 Bank overdraft, net of $ 2,189 (116,520 ) Other assumed liabilities of payables, accrued expenses and loans (2,233,801 ) Fair market value of net identifiable assets as of April 20, 2015 $ 1,358,389 Less: 16,000,000 (1,600,000 ) Goodwill $ (241,611 ) Pursuant FASB ASC 805-10-25, the Company remains in the measurement period for one year subsequent to the closing date. Due to the stock issuance the company recognized a step up of in goodwill of $ 1,419,118 1,660,730 analysis will be completed prior to April 20, 2016. Included in the purchase agreement are several contingent clauses which, should they occur, would result in the return of shares to the Company (see Exhibit A of the purchase agreement) . Pursuant to FASB ASC 805-30, the changes in the fair value will be recognized in earnings. As of June 30, 2015 the Company closing stock price was $ 0.10 SSL is a Nevada limited liability company, organized on October 9, 2014. As a result there are no pro forma results as of June 30, 2014 as SSL had not yet been organized. The following is the pro forma information that discloses the results of operations as though the business combination had been completed as of the beginning of 2015 . Firma Holdings Sicilian Sun Ltd., LLC June 30, 2015 Total current assets $ 1,524,477 $ 1,429,609 $ 2,954,086 Total assets 10,510,591 5,742,128 16,253,079 Total current liabilities 4,271,467 3,282,029 7,553,496 Total liabilities 6,144,497 3,710,188 9,854,685 Firma Holdings Sicilian Sun Ltd., LLC For the Six Months Ended June 30, 2015 Net sales and revenues $ - $ 553,964 $ 553,694 Cost of products sold - 457,468 457,468 Gross margin - 96,496 96,496 Exploration expenses 4,625 - 4,625 Sales, general and administrative expenses 1,274,607 594,753 1,869,360 Net operating loss (1,279,232 ) (498,257 ) (1,777,489 ) Net, non-operating income (expense) 201,193 54,191 255,384 Discontinued operations 5,978,575 - 5,978,575 Non-controlling interest 6,785 - 6,785 Net income (loss) attributable to shareholders $ 4,907,321 $ (444,066) $ 4,463,255 Loss before discontinued operations, basic $ (0.01) $ (0.00) $ (0.01) Discontinued operations per share, basic $ 0.06 $ - $ 0.06 Net income (loss) per share, basic $ 0.05 $ (0.00) $ 0.05 Weighted average number of shares, basic 99,038,839 99,038,839 99,038,839 Loss before discontinued operations, diluted $ (0.01) $ (0.00) $ (0.01) Discontinued operations per share, diluted $ 0.05 $ - $ 0.05 Net income (loss) per share, diluted $ 0.04 $ (0.00) $ 0.04 Weighted average number of shares, diluted 109,488,844 109,488,844 109,488,844 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events As of August 17, 2015, management is in discussions with the note holder of the three convertible notes discussed in Note 6 to obtain extensions. |
Nature of Business and Signif21
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Nature of business and principles of consolidation | Nature of business and principles of consolidation: The accompanying Condensed Consolidated Financial Statements of Firma Holdings Corp. ( Firma Holdings or the Company ) should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2014 . Significant accounting policies disclosed therein have not changed, except as noted below. Firma Holdings , incorporated in Nevada on May 12, 2006 , formerly a subsidiary of Tara Gold Resources Corp. (Tara Gold), consists of three business segments: mining , packaging technology and food manufacturing . 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. This segment 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 A. de C.V. (ACM) . Firma Holdings owns 99.9% of the common stock of American Metal Mining S.A. de C.V. (AMM), a Mexican corporation and 87 Our technology business segment owns the SmartPac 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. Our food manufacturing business segment consists of the 2015 acquisition of Sicilian Sun Limited, LLC (SSL) , and it's wholly owned Italian subsidiary, Sicilian Sun Foods s.r.l. (SSF) , and two production facilities located in Alcamo and Catania on the island of Sicily. This business segment 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 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. Effective February 2015, the Company no longer considered Tara Gold a VIE as defined above and has presented transactions related to Tara Gold as discontinued operations in these financial statements . At June 30 , 2014 (the comparable prior period for the statement of operations) the Company had no joint ventures or VIEs. The accompanying c ondensed c onsolidated f inancial s tatements and the related footnote information are unaudited. In the opinion of management, they include all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance s heets of the Company as of June 30 , 2015 and December 31, 2014 , the condensed consolidated results of its operations for the three and six months ended June 30 2015 and 2014, and cash flows for the six months ended June 30 , 2015 and 2014 . Results of operations reported for interim periods are not necessarily indicative of results for the entire year . The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. All significant inter-company balances and transactions have been eliminated in consolidation. The reporting currency of the Company , Adit and SSL is the U.S. dollar. The functional currency of AMM and ACM is the Mexican Peso and the functional currency of SSF is the Euro . As a result, the financia l statements of the se subsidiar ies ha ve been re-measured from Mexican pesos or the Euro into U.S. dollars using (i) current exchange rates for monetary asset and liability accounts, (ii) historical exchange rates for non-monetary asset and liability accounts, (iii) historical exchange rates for revenues and expenses associated with non-monetary assets and liabilities , and (iv) the weighted average exchange rate of the reporting period for all other revenues and expenses. In addition, foreign currency transaction gains and losses resulting from U.S. dollar denominated transactions are eliminated. The resulting re-measurement gain (loss) is recorded to other comprehensive gain (loss). Current and historical exchange rates are not indicative of what future exchange rates will be and should not be construed as such. Relevant exchange rates used in the preparation of the financial statements for AMM , ACM and SSF are as follows for the six months ended June 30 , 2015 and 2014 . Mexican pesos per one U.S. dollar or the U.S. dollar per one Euro : June 30, 2015 (unaudited) Current exchange rate Ps. 15.6599 EU 1.1094 Weighted average exchange rate for the six months ended Ps. 14.7990 EU 1.1026 June 30, 2014 (unaudited) Current exchange rate Ps. 13.0002 Weighted average exchange rate for the six months ended Ps. 13.1171 |
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 inventory has been stated apart from other current assets . |
Estimates | Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management routinely makes judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts | Recoverable Value-Added Taxes (IVA) and Allowance for Doubtful Accounts Impuesto al Valor Agregado taxes (IVA) are recoverable value-added taxes charged by the Mexican government on goods sold and services rendered at a rate of 16 Under certain circumstances, these taxes are recoverable by filing a tax return and as determined by the Mexican taxing authority. Our allowance in association with our receivable from IVA from our Mexico subsidiary is based on our determination that the Mexican government may not allow the complete refund of these taxes. Each period, receivables are reviewed for collectability. When a receivable has doubtful collectability we allow for the receivable until we are either assured of collection (and reverse the allowance) or assured that a write-off is necessary. June 30, 2015 December 31, 2014 (Unaudited) Allowance recoverable value-added taxes $ 1,353,509 $ 1,436,115 Allowance other receivables 385,468 426,853 Total $ 1,738,977 $ 1,862,968 Bad debt (recovery) expense was $ 4,713 and $ 51,968 at June 30 , 2015 and 2014 , respectively. AMM received refunds of $ 2 ,729 and $ 40,489 for IVA taxes as of June 30 , 2015 and 2014, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost, determined on a first-in, first-out basis (FIFO), or market, including direct material costs and direct and indirect manufacturing costs. |
Revenue Recognition | Revenue Recognition Revenue for products is recognized when the sales amount is determined, shipment of goods to the customer has occurred and collection is reasonably assured. |
Fair Value Accounting | Fair Value Accounting As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Recently Adopted and Recently Issued Accounting Guidance | Recently Adopted and Recently Issued Accounting Guidance Adopted In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20), which eliminates the concept of extraordinary items. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. The new guidance is to be applied prospectively but may also be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company has elected to early adopt the provisions of ASU 2015-01 for these interim financial statements. R ecent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC , did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows. |
Nature of Business and Signif22
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Nature of Business and Significant Accounting Policies [Abstract] | |
Summary of Exchange Rates | June 30, 2015 (unaudited) Current exchange rate Ps. 15.6599 EU 1.1094 Weighted average exchange rate for the six months ended Ps. 14.7990 EU 1.1026 June 30, 2014 (unaudited) Current exchange rate Ps. 13.0002 Weighted average exchange rate for the six months ended Ps. 13.1171 |
Schedule of Allowances of Receivables | June 30, 2015 December 31, 2014 (Unaudited) Allowance recoverable value-added taxes $ 1,353,509 $ 1,436,115 Allowance other receivables 385,468 426,853 Total $ 1,738,977 $ 1,862,968 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory [Abstract] | |
Schedule of Inventory | June 30, 2015 December 31, 2014 (Unaudited) Raw materials and packaging $ 283,033 $ - Finished foods 85,470 - SSF inventory 368,503 - Component inventory parts for SmartPacTM 92,414 88,559 $ 460,917 $ 88,559 |
Property, Plant, Equipment, M24
Property, Plant, Equipment, Mine development and Land, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant, Equipment, Mine development and Land, net [Abstract] | |
Schedule of Property, Plant, Equipment, Mine Development, and Land, net | June 30, 2015 December 31, 2014 (Unaudited) 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 1,571,093 1,571,093 Mining concessions 3,678,575 3,678,575 Property, plant and equipment 6,517,597 3,620,151 10,215,762 7,318,316 Less accumulated depreciation (1,348,310 ) (1,210,875 ) $ 8,867,452 $ 6,107,441 |
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 |
Notes Payable and Convertible25
Notes Payable and Convertible Notes Payable, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Payable and Convertible Notes Payable, net [Abstract] | |
Schedule of Notes Payable | June 30, 2015 December 31, 2014 (Unaudited) Mining concession (see Note 3) $ 709,623 $ 709,623 Notes payable 2,831,653 306,381 Auto loans - 11,219 Note payable to Corporacion Amermin S.A. de C.V. (Amermin) 1,175,122 1,175,122 FreshTec required payments 1,799,250 1,831,250 Convertible notes payable 260,000 260,000 6,775,648 4,293,595 Less current portion (4,214,459 ) (2,123,100 ) Less current portion convertible notes payable (260,000 ) (260,000 ) Total non-current portion $ 2,301,189 $ 1,910,495 |
Five Year Maturity Schedule for Notes Payable | 2016 2017 2018 2019 2020 Thereafter Total Mining concessions $ 174,000 $ - $ - $ - $ - $ 535,623 $ 709,623 Note payables 2,241,209 213,080 377,364 - - - 2,831,653 Note payable to Corporacion Amermin S.A. de C.V. (Amermin) - - - - - 1,175,122 1,175,122 FreshTec required payments 1,799,250 - - - - - 1,799,250 Convertible note payable, net 260,000 - - - - - 260,000 Total $ 4,474,459 $ 213,080 $ 377,364 $ - $ - $ 1,710,745 $ 6,775,648 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | June 30, 2015 December 31, 2014 (Unaudited) Due from related parties $ 103,644 $ 104,868 |
Options (Tables)
Options (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Options [Abstract] | |
Summary of Fair Value Assumptions | June 30, 2015 December 31, 2014 Expected volatility 277.069 % 278.03 % Weighted-average volatility 277.069 % 278.03 % Expected dividends 0 0 Expected term (in years) 1.00 1.57 Risk-free rate 1.570 % 0.77 % |
Summary of Option Activity | Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2014 5,150,000 $ 0.23 Granted 1,000,000 0.30 Exercised - - Forfeited, expired or cancelled (1,000,000 ) 0.30 Outstanding at June 30, 2015 5,150,000 $ 0.23 4.0 $ 140,000 Exercisable at June 30, 2015 5,150,000 $ 0.24 4.0 $ 140,000 Non-vested Options Options Weighted-Average Grant-Date Fair Value Non-vested at December 31, 2014 160,000 $ 0.18 Granted 1,000,000 0.30 Vested (1,600,000 ) 0.28 Forfeited, expired or cancelled - - Non-vested at June 30, 2015 - $ 0.25 |
Summary of Warrant Activity | Warrants Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2014 15,609,742 $ 0.26 $ 101,497 Granted - - Exercised (1,973,333 ) 0.20 Forfeited, expired or cancelled (8,176,404 ) 0.20 Outstanding at June 30, 2015 5,460,005 $ 0.17 1.0 $ - Exercisable at June 30, 2015 5,460,005 $ 0.17 1.0 $ - |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Non-controlling Interest [Abstract] | |
Summary of Non-controlling Interests | June 30, 2015 December 31, 2014 (Unaudited) Common stock for cash $ 1,999,501 $ 1,999,501 Common stock for services 95,215 95,215 Exploration expenses paid for in subsidiary common stock 240,000 240,000 Stock based compensation 1,374,880 1,374,880 Cumulative net loss attributable to non-controlling interest (32,480 ) (25,695 ) Treasury stock (500,000 ) (500,000 ) Tara Gold equity - 5,706,096 Other 6 6 Total non-controlling interest $ 3,177,122 $ 8,890,003 |
Summary of Non-controlling Interest Activity | Non-controlling interest at December 31, 2014 $ 8,890,003 Net loss attributable to non-controlling interest (6,785 ) Tara Gold equity (5,706,096 ) Non-controlling interest at June 30, 2015 $ 3,177,122 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Fair Value at June 30, 2015 Total Level 1 Level 2 Level 3 Assets: Fair market value of ACM's net identifiable assets acquired $ 1,589,000 $ - $ - $ 1,589,000 Intellectual property 2,745,229 - - 2,745,229 Total $ 4,334,229 $ - $ - $ 4,334,229 Liabilities: None $ - $ - $ - $ - Fair Value at December 31, 2014 Total Level 1 Level 2 Level 3 Assets: Fair market value of ACM's net identifiable assets acquired $ 1,589,000 $ - $ - $ 1,589,000 Intellectual property 2,745,229 - - 2,745,229 Total $ 4,334,229 $ - $ - $ 4,334,229 Liabilities: None $ - $ - $ - $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments | June 30, 2015 Packaging Technology Mining Food Manufacturing Gross loss from external customers $ - $ - $ (76,649) Exploration expenses - (4,625 ) - Operating, general, and administrative expenses (65,149 ) (340,533 ) (398,075 ) Compensation expense - (84,770 ) (142,067 ) Selling expense (60,000 ) - - Depreciation and amortization (2,481 ) (109,594 ) (10,345 ) Segment operating loss before taxes and discontinued operations $ (127,630) $ (539,522 ) $ (627,136) June 30, 201 4 Packaging Technology Mining Gross income from external customers $ - $ 105,316 Exploration expenses - (475,861 ) Operating, general, and administrative expenses (16,331 ) (447,613 ) Compensation expense - (99,945 ) Selling expense (16,331 ) - Depreciation and amortization - (146,835 ) Segment operating loss before taxes and discontinued operations $ (32,662) $ (1,064,938 ) Revenues June 30, 2015 June 30, 2014 Total consolidated revenues $ 243,064 $ 105,316 Profit or Loss Total loss from reportable segments $ (1,294,287) $ (1,097,316) Other income (loss) from reportable segments 222,881 (17,689 ) Unallocated amounts: Corporate expenses (478,273 ) (641,132 ) Gain on discontinued operations 5,978,575 - Non-controlling interest 6,785 4,902 Net income (loss) attributable to Firma Holdings' shareholders $ 4,435,682 $ (1,751,520) Assets Total assets for packaging technology segment $ 3,485,294 $ 2,734,040 Total assets for mining segment 6,721,278 7,248,228 Total assets from food manufacturing segment 6,009,322 - Corporate assets 37,185 137,962 Other unallocated amounts - - Consolidated total $ 16,253,079 $ 10,120,230 Liabilities Accounts payable and accrued expenses packaging technology segment $ 26,993 $ 42,457 Accounts payable and accrued expenses mining segment 491,489 2,359,343 Accounts payable and accrued expenses food manufacturing segment 1,145,137 - Notes payable packaging technology segment 1,799,250 2,000,000 Notes payable mining segment 719,659 11,508 Notes payable food manufacturing segment 2,565,618 - Corporate accounts payable and accrued expense 1,415,417 898,666 Corporate notes payable 1,691,122 354,119 Consolidated total $ 9,854,685 $ 5,666,093 |
Acquisition of Sicilian Sun L31
Acquisition of Sicilian Sun Ltd., LLC and subsidiary (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition of Sicilian Sun Ltd., LLC and subsidiary [Abstract] | |
Schedule of Fair Value of Acquisition | Trade receivables $ 374,554 Inventory 263,013 Tax credits 86,171 Fixed assets 2,979,684 Other assets 5,288 Bank overdraft, net of $ 2,189 (116,520 ) Other assumed liabilities of payables, accrued expenses and loans (2,233,801 ) Fair market value of net identifiable assets as of April 20, 2015 $ 1,358,389 Less: 16,000,000 (1,600,000 ) Goodwill $ (241,611 ) |
Schedule of Pro Forma Results | Firma Holdings Sicilian Sun Ltd., LLC June 30, 2015 Total current assets $ 1,524,477 $ 1,429,609 $ 2,954,086 Total assets 10,510,591 5,742,128 16,253,079 Total current liabilities 4,271,467 3,282,029 7,553,496 Total liabilities 6,144,497 3,710,188 9,854,685 Firma Holdings Sicilian Sun Ltd., LLC For the Six Months Ended June 30, 2015 Net sales and revenues $ - $ 553,964 $ 553,694 Cost of products sold - 457,468 457,468 Gross margin - 96,496 96,496 Exploration expenses 4,625 - 4,625 Sales, general and administrative expenses 1,274,607 594,753 1,869,360 Net operating loss (1,279,232 ) (498,257 ) (1,777,489 ) Net, non-operating income (expense) 201,193 54,191 255,384 Discontinued operations 5,978,575 - 5,978,575 Non-controlling interest 6,785 - 6,785 Net income (loss) attributable to shareholders $ 4,907,321 $ (444,066) $ 4,463,255 Loss before discontinued operations, basic $ (0.01) $ (0.00) $ (0.01) Discontinued operations per share, basic $ 0.06 $ - $ 0.06 Net income (loss) per share, basic $ 0.05 $ (0.00) $ 0.05 Weighted average number of shares, basic 99,038,839 99,038,839 99,038,839 Loss before discontinued operations, diluted $ (0.01) $ (0.00) $ (0.01) Discontinued operations per share, diluted $ 0.05 $ - $ 0.05 Net income (loss) per share, diluted $ 0.04 $ (0.00) $ 0.04 Weighted average number of shares, diluted 109,488,844 109,488,844 109,488,844 |
Nature of Business and Signif32
Nature of Business and Significant Accounting Policies (Details) | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Foreign value-added tax rate | 16.00% | ||
Allowance | $ 1,738,977 | $ 1,862,968 | |
Bad debt (recovery) expense | $ 4,713 | $ 51,968 | |
Mexico, Pesos | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Current exchange rate | 15.6599 | ||
Weighted average exchange rate for the three months ended | 14.7990 | ||
Euro Member Countries, Euro | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Current exchange rate | 1.1094 | 13.0002 | |
Weighted average exchange rate for the three months ended | 1.1026 | 13.1171 | |
American Copper Mining S.A. de C.V. [Member] | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Income tax refund | $ 2,729 | $ 40,489 | |
Allowance-Recoverable Value-Added Taxes [Member] | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Allowance | 1,353,509 | 1,436,115 | |
Allowance-Other Receivables [Member] | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Allowance | $ 385,468 | $ 426,853 | |
American Metal Mining S.A. de C.V. [Member] | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Interest in subsidiaries | 99.99% | ||
Adit Resources Corp [Member] | |||
Nature Of Business And Significant Accounting Policies [Line Items] | |||
Interest in subsidiaries | 87.00% |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Abstract] | ||
Raw materials and packaging | $ 283,033 | |
Finished foods | 85,470 | |
SSF inventory | 368,503 | |
Component inventory parts for SmartPacTM | 92,414 | $ 88,559 |
Inventory | $ 460,917 | $ 88,559 |
Property, Plant, Equipment, M34
Property, Plant, Equipment, Mine development and Land, net (Schedule of Property, Plant, Equipment, Mine Development, and Land, net) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | $ 10,215,762 | $ 7,318,316 |
Less - accumulated depreciation | (1,348,310) | (1,210,875) |
Property, plant, equipment, mine development, land and construction in progress, net, total | 8,867,452 | 6,107,441 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 19,590 | 19,590 |
Pilar [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 710,172 | 710,172 |
Don Roman [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 521,739 | 521,739 |
Las Nuvias [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 100,000 | 100,000 |
Centenario [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 635,571 | 635,571 |
La Palma [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 80,000 | 80,000 |
La Verde [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 60,000 | 60,000 |
Picacho [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 1,571,093 | 1,571,093 |
Mining Concessions [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | 3,678,575 | 3,678,575 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, equipment, mine development, land and construction in progress | $ 6,517,597 | $ 3,620,151 |
Property, Plant, Equipment, M35
Property, Plant, Equipment, Mine development and Land, net (Narrative) (Details) - USD ($) | 1 Months Ended | ||
Jan. 31, 2007 | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Notes payable | $ 6,775,648 | $ 4,293,595 | |
Long-term debt, total future payments | 6,775,648 | ||
Pilar [Member] | |||
Debt Instrument [Line Items] | |||
Purchase price of entity | $ 739,130 | ||
Consideration paid by subsidiary | 115,737 | ||
Notes payable | $ 535,658 | ||
Long-term debt, total future payments | $ 739,130 | ||
Incremental borrowing rate used to calculate discount | 5.01% | ||
Fixed assets acquired | $ 2,900,000 |
Property, Plant, Equipment, M36
Property, Plant, Equipment, Mine development and Land, net (Schedule of Note Payable Instruments) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Present value of future payments: | ||
Present value of debt | $ 6,775,648 | $ 4,293,595 |
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 |
Assets Held for Disposal, net (
Assets Held for Disposal, net (Narrative) (Details) | 1 Months Ended |
Feb. 28, 2015USD ($) | |
Dixie Mining District [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 |
Note receivable, current (Detai
Note receivable, current (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
May. 18, 2015 | Jun. 30, 2015 | |
Note Receivable, current [Abstract] | ||
Note receivable agreement | $ 530,500 | |
Interest rate | 10.00% | 20.00% |
Debt instrument, maturity date | Sep. 30, 2015 | Dec. 31, 2015 |
Accrued interest | $ 97,142 |
Notes Payable and Convertible39
Notes Payable and Convertible Notes Payable, net (Schedule of Notes Payable) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Present value of debt | $ 6,775,648 | $ 4,293,595 |
Less - current portion | (4,214,459) | (2,123,100) |
Less - current portion convertible notes payable | (260,000) | (260,000) |
Total - non-current portion | 2,301,189 | 1,910,495 |
Mining Concessions [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 709,623 | 709,623 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | $ 2,831,653 | 306,381 |
Auto Loans [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 11,219 | |
Note Payable to Corporacion Amermin S.A. de C.V. [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | $ 1,175,122 | 1,175,122 |
FreshTec required payments [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | 1,799,250 | 1,831,250 |
Convertible notes payable [Member] | ||
Debt Instrument [Line Items] | ||
Present value of debt | $ 260,000 | $ 260,000 |
Notes Payable and Convertible40
Notes Payable and Convertible Notes Payable, net (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jun. 25, 2015 | May. 18, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||||
Interest rate | 10.00% | 20.00% | ||||
Debt instrument, maturity date | Sep. 30, 2015 | Dec. 31, 2015 | ||||
Beneficial conversion value for convertible debt and financial instruments | $ 94,850 | |||||
Proceeds from long-term debt | $ 750,000 | |||||
Proceeds from short-term debt | $ 100,000 | |||||
Sicilian Sun Foods [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount paid for acquisition | $ 1,453,000 | |||||
Debt instrument, maturity date | Jun. 30, 2018 | |||||
United States Mexico And Canada [Member] | Smart Pac TM Technology [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount paid for acquisition | $ 1,000,000 | |||||
UNITED KINGDOM | Smart Pac TM Technology [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount paid for acquisition | $ 1,000,000 | |||||
Convertible note one [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 16.00% | |||||
Debt instrument, maturity date | Jul. 31, 2015 | |||||
Beneficial conversion value for convertible debt and financial instruments | $ 120,000 | |||||
Debt conversion, price per share | $ 0.10 | |||||
Accrued interest expense | $ 38,000 | |||||
Long-term convertible debt | $ 150,000 | |||||
Convertible note two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | Jul. 31, 2015 | |||||
Debt conversion, price per share | $ 0.10 | |||||
Accrued interest expense | $ 17,000 | |||||
Long-term convertible debt | $ 60,000 | |||||
Convertible note three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | Jul. 31, 2015 | |||||
Beneficial conversion value for convertible debt and financial instruments | $ 34,850 | |||||
Debt conversion, price per share | $ 0.10 | |||||
Accrued interest expense | $ 15,000 | |||||
Long-term convertible debt | $ 50,000 |
Notes Payable and Convertible41
Notes Payable and Convertible Notes Payable, net (Five Year Maturity Schedule for Notes Payable) (Details) | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 4,474,459 |
2,017 | 213,080 |
2,018 | $ 377,364 |
2,019 | |
2,020 | |
Thereafter | $ 1,710,745 |
Total | 6,775,648 |
Mining Concessions [Member] | |
Debt Instrument [Line Items] | |
2,016 | $ 174,000 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Thereafter | $ 535,623 |
Total | 709,623 |
Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2,016 | 2,241,209 |
2,017 | 213,080 |
2,018 | $ 377,364 |
2,019 | |
2,020 | |
Thereafter | |
Total | $ 2,831,653 |
Note payable to Corporacion Amermin S.A. de C.V. ("Amermin") [Member] | |
Debt Instrument [Line Items] | |
2,016 | |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Thereafter | $ 1,175,122 |
Total | 1,175,122 |
FreshTec required payments [Member] | |
Debt Instrument [Line Items] | |
2,016 | $ 1,799,250 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Thereafter | |
Total | $ 1,799,250 |
Convertible note payable, net [Member] | |
Debt Instrument [Line Items] | |
2,016 | $ 260,000 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
Thereafter | |
Total | $ 260,000 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Related Party Transactions) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Due from related parties | $ 103,644 | $ 104,868 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
May. 18, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 103,644 | $ 104,868 | ||
Debt instrument, maturity date | Sep. 30, 2015 | Dec. 31, 2015 | ||
Adit Resources Corp [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, face amount | $ 4,286,663 | |||
Due from related parties | $ 610,000 | |||
Due to related parties | $ 5,809,853 | |||
Interest spread on variable rate | 3.25% | |||
Debt instrument, maturity date | Dec. 31, 2015 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 20, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Class of Stock [Line Items] | ||||||||
Units issued in private offering, number of units | 2,475,000 | 3,839,394 | ||||||
Proceeds from issuance of private offering | $ 495,000 | $ 767,879 | ||||||
Shares issued, price per share | $ 0.20 | $ 0.20 | $ 0.20 | |||||
Share price | $ 0.10 | $ 0.20 | $ 0.30 | |||||
Strike price | $ 0.20 | |||||||
Amount of accrued payroll convertible to common stock | $ 100,899 | |||||||
Number of shares issuable upon conversion of accrued payroll | 10 | |||||||
Number of shares issued upon acquisition, shares | 16,000,000 | |||||||
Number of shares issued upon acquisition | $ 1,600,000 | |||||||
Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Exercised | 1,973,333 | 1,973,333 | 1,000,629 | |||||
Value of warrants exercised | $ 394,666 | $ 200,126 | ||||||
Warrants expired | 8,176,404 | 8,176,404 |
Options (Narrative) (Details)
Options (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May. 28, 2014 | Jan. 31, 2010 | Feb. 28, 2007 | Jun. 30, 2015 | |
Class of Warrant or Right [Line Items] | ||||
Options granted during the period | 1,000,000 | 1,000,000 | ||
Option exercise price | $ 0.30 | |||
Options granted, vesting period | 1 year | |||
Stock compensation expense | $ 186,640 | |||
Nonqualified Stock Option Plan [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Options granted during the period | 1,250,000 | 150,000 | ||
Option exercise price | $ 0.05 | $ 0.05 |
Options (Summary of Fair Value
Options (Summary of Fair Value Assumptions) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Options [Abstract] | ||
Expected volatility | 277.069% | 278.03% |
Weighted-average volatility | 277.069% | 278.03% |
Expected dividends | $ 0 | $ 0 |
Expected term (in years) | 1 year | 1 year 6 months 25 days |
Risk-free rate | 1.57% | 0.77% |
Options (Summary of Option Acti
Options (Summary of Option Activity) (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
May. 28, 2014 | Jun. 30, 2015 | |
Shares | ||
Outstanding | 5,150,000 | |
Granted | 1,000,000 | 1,000,000 |
Exercised | ||
Forfeited, expired or cancelled | (1,000,000) | |
Outstanding | 5,150,000 | |
Exercisable | 5,150,000 | |
Weighted-Average Exercise Price | ||
Outstanding | $ 0.23 | |
Granted | $ 0.30 | |
Exercised | ||
Forfeited, expired or cancelled | $ 0.30 | |
Outstanding | 0.23 | |
Exercisable | $ 0.24 | |
Weighted-Average Remaining Contractual Term | ||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 4 years | |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 | 4 years | |
Aggregate Intrinsic Value | ||
Outstanding | $ 140,000 | |
Exercisable | $ 140,000 | |
Non-vested Options | ||
Non-vested | 160,000 | |
Granted | 1,000,000 | |
Vested | (1,600,000) | |
Non-vested | ||
Weighted -Average Grant-Date Fair Value | ||
Non-vested | $ 0.18 | |
Granted | 0.30 | |
Vested | 0.28 | |
Non-vested | $ 0.25 |
Options (Summary of Warrant Act
Options (Summary of Warrant Activity) (Details) - Warrants [Member] - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Shares | |||
Outstanding | 15,609,742 | 15,609,742 | |
Granted | |||
Exercised | (1,973,333) | (1,973,333) | (1,000,629) |
Forfeited, expired or cancelled | (8,176,404) | (8,176,404) | |
Outstanding | 5,460,005 | 15,609,742 | |
Exercisable | 5,460,005 | ||
Weighted-Average Exercise Price | |||
Outstanding | $ 0.26 | $ 0.26 | |
Granted | |||
Exercised | $ 0.20 | ||
Forfeited, expired or cancelled | 0.20 | ||
Outstanding | 0.17 | $ 0.26 | |
Exercisable | $ 0.17 | ||
Weighted-Average Remaining Contractual Term | |||
ClassOfWarrantOrRightWeightedAverageRemainingContractualTermOutstanding | 1 year | ||
ClassOfWarrantOrRightWeightedAverageRemainingContractualTermExercisable | 1 year | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 101,497 | ||
Exercisable |
Non-controlling Interest (Detai
Non-controlling Interest (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
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 | |
Stock based compensation | 1,374,880 | 1,374,880 | |
Cumulative net loss attributable to non-controlling interest | (32,480) | (25,695) | |
Treasury stock | (500,000) | (500,000) | |
Net income attributable to non-controlling interest | $ (6,785) | $ (4,902) | |
Tara Gold equity | (5,706,096) | ||
Other | $ 6 | 6 | |
Total non-controlling interest | 3,177,122 | 8,890,003 | |
Non-controlling interest | $ 3,177,122 | $ 8,890,003 |
Fair Value (Schedule of Assets
Fair Value (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Total [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired | $ 1,589,000 | $ 1,589,000 |
Intellectual property | 2,745,229 | 2,745,229 |
Total | $ 4,334,229 | $ 4,334,229 |
Liabilities: | ||
Liabilities | ||
Level 1 [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired | ||
Intellectual property | ||
Total | ||
Liabilities: | ||
Liabilities | ||
Level 2 [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired | ||
Intellectual property | ||
Total | ||
Liabilities: | ||
Liabilities | ||
Level 3 [Member] | ||
Assets: | ||
Fair market value of ACM's net identifiable assets acquired | $ 1,589,000 | $ 1,589,000 |
Intellectual property | 2,745,229 | 2,745,229 |
Total | $ 4,334,229 | $ 4,334,229 |
Liabilities: | ||
Liabilities |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May. 28, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||||
Gross profit | $ (76,649) | $ (76,649) | $ 105,316 | |||
Compensation expense | $ 186,640 | |||||
Segment operating loss before taxes and discontinued operations | $ (990,595) | $ (993,399) | (1,549,678) | (1,756,422) | ||
Revenues | ||||||
Total revenue | 243,064 | $ 105,316 | ||||
Unallocated amounts: | ||||||
Gain on discontinued operations | 5,978,575 | |||||
Net income attributable to Firma Holdings' shareholders | $ (990,352) | $ (993,160) | 4,435,682 | $ (1,751,520) | ||
Assets | ||||||
Total assets | 16,253,079 | 10,120,230 | 16,253,079 | 10,120,230 | $ 11,003,781 | |
Liabilities | ||||||
Liabilities | 9,854,685 | 5,666,093 | $ 9,854,685 | $ 5,666,093 | $ 5,974,003 | |
Packaging Technology [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Gross profit | ||||||
Exploration expenses | ||||||
Operating, general, and administrative expenses | $ (65,149) | $ (16,331) | ||||
Compensation expense | ||||||
Selling expense | $ (60,000) | $ (16,331) | ||||
Depreciation and amortization | (2,481) | |||||
Segment operating loss before taxes and discontinued operations | (127,630) | $ (32,662) | ||||
Assets | ||||||
Total assets | 3,485,294 | 2,734,040 | 3,485,294 | 2,734,040 | ||
Liabilities | ||||||
Accounts payable and accrued expenses | 26,993 | 42,457 | 26,993 | 42,457 | ||
Notes payable | 1,799,250 | 2,000,000 | $ 1,799,250 | 2,000,000 | ||
Mining [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Gross profit | 105,316 | |||||
Exploration expenses | $ (4,625) | (475,861) | ||||
Operating, general, and administrative expenses | (340,533) | (447,613) | ||||
Compensation expense | $ (84,770) | $ (99,945) | ||||
Selling expense | ||||||
Depreciation and amortization | $ (109,594) | $ (146,835) | ||||
Segment operating loss before taxes and discontinued operations | (539,522) | (1,064,938) | ||||
Assets | ||||||
Total assets | 6,721,278 | 7,248,228 | 6,721,278 | 7,248,228 | ||
Liabilities | ||||||
Accounts payable and accrued expenses | 491,489 | 2,359,343 | 491,489 | 2,359,343 | ||
Notes payable | 719,659 | 11,508 | 719,659 | 11,508 | ||
Corporate [Member] | ||||||
Assets | ||||||
Total assets | 37,185 | 137,962 | 37,185 | 137,962 | ||
Liabilities | ||||||
Accounts payable and accrued expenses | 1,415,417 | 898,666 | 1,415,417 | 898,666 | ||
Notes payable | 1,691,122 | 354,119 | 1,691,122 | 354,119 | ||
Reportable Segments [Member] | ||||||
Profit or Loss | ||||||
Profit or loss | (1,294,287) | (1,097,316) | ||||
Elimination of intercompany expense | 222,881 | (17,689) | ||||
Unallocated amounts: | ||||||
Corporate expenses | (478,273) | $ (641,132) | ||||
Gain on discontinued operations | 5,978,575 | |||||
Non-controlling interest | $ 6,785 | $ 4,902 | 6,785 | $ 4,902 | ||
Net income attributable to Firma Holdings' shareholders | $ 4,435,682 | $ (1,751,520) | ||||
Other [Member] | ||||||
Assets | ||||||
Other unallocated amounts | ||||||
Food Manufacturing [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Gross profit | $ (76,649) | |||||
Operating, general, and administrative expenses | (398,075) | |||||
Compensation expense | $ (142,067) | |||||
Selling expense | ||||||
Depreciation and amortization | $ (10,345) | |||||
Segment operating loss before taxes and discontinued operations | (627,136) | |||||
Assets | ||||||
Total assets | $ 6,009,322 | 6,009,322 | ||||
Liabilities | ||||||
Accounts payable and accrued expenses | 1,145,137 | 1,145,137 | ||||
Notes payable | $ 2,565,618 | $ 2,565,618 |
Acquisition of Sicilian Sun L52
Acquisition of Sicilian Sun Ltd., LLC and subsidiary (Schedule of Fair Value of Acquisition) (Details) - USD ($) | 1 Months Ended | ||||
Apr. 20, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,660,730 | ||||
Cash | 294,391 | $ 738,610 | $ 131,916 | $ 76,758 | |
Number of shares issued upon acquisition, shares | 16,000,000 | ||||
Sicilian Sun Limited, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 374,554 | ||||
Inventory | 263,013 | ||||
Tax credits | 86,171 | ||||
Fixed assets | 2,979,684 | ||||
Other assets | 5,288 | ||||
Bank overdraft, net of $2,189 in cash in the U.S. for SSL | (116,520) | ||||
Other assumed liabilities of payables, accrued expenses and loans | (2,233,801) | ||||
Fair market value of net identifiable assets acquired | 1,358,389 | ||||
Less: 16,000,000 shares of stock for consideration | (1,600,000) | ||||
Goodwill | (241,611) | $ 1,660,730 | |||
Cash | $ 2,189 | ||||
Number of shares issued upon acquisition, shares | 16,000,000 |
Acquisition of Sicilian Sun L53
Acquisition of Sicilian Sun Ltd., LLC and subsidiary (Schedule of Pro Forma Results) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Total current assets | $ 2,954,086 | $ 2,954,086 | $ 2,151,111 | ||
Total assets | 16,253,079 | $ 10,120,230 | 16,253,079 | $ 10,120,230 | 11,003,781 |
Total current liabilities | 7,553,496 | 7,553,496 | 4,063,508 | ||
Total liabilities | 9,854,685 | $ 5,666,093 | 9,854,685 | $ 5,666,093 | $ 5,974,003 |
Cost of products sold | 319,713 | 319,713 | |||
Gross margin | (76,649) | (76,649) | $ 105,316 | ||
Exploration expenses | 3,928 | $ 312,468 | 4,625 | 475,861 | |
Sales, general and administrative expenses | 929,455 | 637,162 | 1,663,183 | 1,190,422 | |
Net operating loss | (1,010,032) | (949,630) | (1,744,457) | (1,560,967) | |
Net, non-operating income (expense) | $ 19,437 | $ (43,769) | 194,779 | $ (195,455) | |
Discontinued operations | 5,978,575 | ||||
Non-controlling interest | $ (990,595) | $ (993,399) | $ 4,428,897 | $ (1,756,422) | |
Loss before discontinued operations, basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | |
Discontinued operations per share, basic | 0 | 0 | 0.06 | 0 | |
Net income (loss) per share, basic | $ (0.01) | $ (0.01) | $ 0.04 | $ (0.02) | |
Weighted average number of shares, basic | 100,845,696 | 81,545,798 | 99,038,839 | 81,315,318 | |
Loss before discontinued operations, diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) | |
Discontinued operations per share, diluted | 0 | 0 | 0.05 | 0 | |
Net income (loss) per share, diluted | $ (0.01) | $ (0.01) | $ 0.04 | $ (0.02) | |
Weighted average number of shares, diluted | 100,845,696 | 81,545,798 | 109,488,844 | 81,315,318 | |
Business Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Net sales and revenues | $ 553,694 | ||||
Cost of products sold | 457,468 | ||||
Gross margin | 96,496 | ||||
Exploration expenses | 4,625 | ||||
Sales, general and administrative expenses | 1,869,360 | ||||
Net operating loss | (1,777,489) | ||||
Net, non-operating income (expense) | 255,384 | ||||
Discontinued operations | 5,978,575 | ||||
Non-controlling interest | 6,785 | ||||
Net income (loss) attributable to shareholders | $ 4,463,255 | ||||
Loss before discontinued operations, basic | $ (0.01) | ||||
Discontinued operations per share, basic | 0.06 | ||||
Net income (loss) per share, basic | $ 0.05 | ||||
Weighted average number of shares, basic | 99,038,839 | ||||
Loss before discontinued operations, diluted | $ (0.01) | ||||
Discontinued operations per share, diluted | 0.05 | ||||
Net income (loss) per share, diluted | $ 0.04 | ||||
Weighted average number of shares, diluted | 109,488,844 | ||||
Firma Holdings [Member] | |||||
Business Acquisition [Line Items] | |||||
Total current assets | $ 1,524,477 | $ 1,524,477 | |||
Total assets | 10,510,591 | 10,510,591 | |||
Total current liabilities | 4,271,467 | 4,271,467 | |||
Total liabilities | 6,144,497 | $ 6,144,497 | |||
Firma Holdings [Member] | Business Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Net sales and revenues | |||||
Cost of products sold | |||||
Gross margin | |||||
Exploration expenses | $ 4,625 | ||||
Sales, general and administrative expenses | 1,274,607 | ||||
Net operating loss | (1,279,232) | ||||
Net, non-operating income (expense) | 201,193 | ||||
Discontinued operations | 5,978,575 | ||||
Non-controlling interest | 6,785 | ||||
Net income (loss) attributable to shareholders | $ 4,907,321 | ||||
Loss before discontinued operations, basic | $ (0.01) | ||||
Discontinued operations per share, basic | 0.06 | ||||
Net income (loss) per share, basic | $ 0.05 | ||||
Weighted average number of shares, basic | 99,038,839 | ||||
Loss before discontinued operations, diluted | $ (0.01) | ||||
Discontinued operations per share, diluted | 0.05 | ||||
Net income (loss) per share, diluted | $ 0.04 | ||||
Weighted average number of shares, diluted | 109,488,844 | ||||
Sicilian Sun Limited, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Total current assets | 1,429,609 | $ 1,429,609 | |||
Total assets | 5,742,128 | 5,742,128 | |||
Total current liabilities | 3,282,029 | 3,282,029 | |||
Total liabilities | $ 3,710,188 | 3,710,188 | |||
Sicilian Sun Limited, LLC [Member] | Business Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Net sales and revenues | 553,964 | ||||
Cost of products sold | 457,468 | ||||
Gross margin | $ 96,496 | ||||
Exploration expenses | |||||
Sales, general and administrative expenses | $ 594,753 | ||||
Net operating loss | (498,257) | ||||
Net, non-operating income (expense) | $ 54,191 | ||||
Discontinued operations | |||||
Non-controlling interest | |||||
Net income (loss) attributable to shareholders | $ (444,066) | ||||
Loss before discontinued operations, basic | $ 0 | ||||
Discontinued operations per share, basic | |||||
Net income (loss) per share, basic | $ 0 | ||||
Weighted average number of shares, basic | 99,038,839 | ||||
Loss before discontinued operations, diluted | $ 0 | ||||
Discontinued operations per share, diluted | |||||
Net income (loss) per share, diluted | $ 0 | ||||
Weighted average number of shares, diluted | 109,488,844 |
Acquisition of Sicilian Sun L54
Acquisition of Sicilian Sun Ltd., LLC and subsidiary (Narrative) (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Apr. 20, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,660,730 | |||
Share price | $ 0.10 | $ 0.20 | $ 0.30 | |
Sicilian Sun Limited, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Step up in goodwill | 1,419,118 | |||
Goodwill | $ 1,660,730 | $ (241,611) | ||
Share price | $ 0.10 |