Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Pershing Gold Corp. | ' |
Entity Central Index Key | '0001432196 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 273,292,023 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $9,035,743 | $3,218,191 |
Other receivables | ' | 77,364 |
Prepaid expenses - current portion | 359,491 | 502,837 |
Total Current Assets | 9,395,234 | 3,798,392 |
NON - CURRENT ASSETS: | ' | ' |
Property and equipment, net - (see Note 6) | 6,680,903 | 7,386,776 |
Mineral rights - (see Note 5) | 16,786,912 | 16,786,912 |
Reclamation bond deposit - (see Note 5) | 4,645,533 | 4,645,533 |
Deposits | 3,884 | 3,884 |
Total Non - Current Assets | 28,117,232 | 28,823,105 |
Total Assets | 37,512,466 | 32,621,497 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 446,765 | 778,314 |
Note payable - current portion (see Note 7) | 23,036 | 23,036 |
Note payable - related party - (see Note 8) | ' | 486,250 |
Total Current Liabilities | 469,801 | 1,287,600 |
LONG-TERM LIABILITIES: | ' | ' |
Note payable - long term portion (see Note 7) | 42,233 | 59,510 |
Total Liabilities | 512,034 | 1,347,110 |
Commitments and Contingencies | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 9) | ' | ' |
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized; 273,292,023 and 266,592,023 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively) - (see Note 9) | 27,329 | 26,659 |
Additional paid-in capital | 131,845,027 | 113,052,194 |
Accumulated deficit | -14,901,794 | -14,901,794 |
Accumulated deficit since inception of exploration stage (September 1, 2011) | -79,970,131 | -66,902,672 |
Total Stockholders' Equity | 37,000,432 | 31,274,387 |
Total Liabilities and Stockholders' Equity | 37,512,466 | 32,621,497 |
Convertible Series E Preferred stock | ' | ' |
STOCKHOLDERS' EQUITY : | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 authorized - (see Note 9) | $1 | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 50,000,000 | 500,000,000 |
Common stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Common stock, Authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 273,292,023 | 266,592,023 |
Common stock, Outstanding (in shares) | 273,292,023 | 266,592,023 |
Convertible Series A Preferred Stock | ' | ' |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 2,250,000 | 2,250,000 |
Preferred stock, Issued (in shares) | ' | ' |
Preferred stock, Outstanding (in shares) | ' | ' |
Convertible Series B Preferred Stock | ' | ' |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 8,000,000 | 8,000,000 |
Preferred stock, Issued (in shares) | ' | ' |
Preferred stock, Outstanding (in shares) | ' | ' |
Convertible Series C Preferred Stock | ' | ' |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 3,284,396 | 3,284,396 |
Preferred stock, Issued (in shares) | ' | ' |
Preferred stock, Outstanding (in shares) | ' | ' |
Convertible Series D Preferred Stock | ' | ' |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 7,500,000 | 7,500,000 |
Preferred stock, Issued (in shares) | ' | ' |
Preferred stock, Outstanding (in shares) | ' | ' |
Convertible Series E Preferred stock | ' | ' |
Preferred stock, Par Value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized (in shares) | 15,151 | 15,151 |
Preferred stock, Issued (in shares) | 11,185 | ' |
Preferred stock, Outstanding (in shares) | 11,185 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Operating expenses: | ' | ' | ' | ' | ' |
Compensation and related taxes | $1,615,926 | $2,433,209 | $4,689,581 | $17,244,155 | $25,498,409 |
Exploration cost | 1,078,139 | 1,782,820 | 1,793,214 | 4,842,781 | 8,814,237 |
Consulting fees | 477,311 | 416,956 | 1,259,924 | 2,021,529 | 9,165,400 |
General and administrative expenses | 745,235 | 800,361 | 2,811,265 | 3,107,036 | 8,416,018 |
Total operating expenses | 3,916,611 | 5,433,346 | 10,553,984 | 27,215,501 | 51,894,064 |
Operating loss from continuing operations | -3,916,611 | -5,433,346 | -10,553,984 | -27,215,501 | -51,894,064 |
OTHER INCOME (EXPENSES): | ' | ' | ' | ' | ' |
Other income | ' | ' | ' | 80,000 | 80,000 |
Gain from sale of uranium assets pursuant to an option agreement | ' | ' | ' | 930,000 | 930,000 |
Gain from sale of subsidiaries | ' | ' | ' | 2,500,000 | 2,500,000 |
Loss from extinguishment of debts | ' | ' | ' | -4,769,776 | -4,769,776 |
Change in fair value of derivative liability | ' | ' | ' | -1,454,889 | 5,447,917 |
Gain (loss) from disposal of assets | ' | 3,199 | ' | -18,729 | -192,759 |
Warrant settlement expense | ' | ' | -45,484 | -4,883,196 | -9,727,680 |
Realized gain - trading securities | ' | ' | ' | 19,702 | 19,702 |
Realized gain - available for sale securities - (see Note 4) | ' | 415,000 | 1,656,333 | 755,600 | 3,146,933 |
Share of loss of equity method investee | ' | ' | ' | -83,333 | -83,333 |
Interest expense and other finance costs, net of interest income | -4,963 | -63,762 | -22,665 | -11,402,536 | -15,946,939 |
Total other income (expenses) - net | -4,963 | 354,437 | 1,588,184 | -18,327,157 | -18,595,935 |
Loss from continuing operations before provision for income taxes | -3,921,574 | -5,078,909 | -8,965,800 | -45,542,658 | -70,489,999 |
Loss from continuing operations | -3,921,574 | -5,078,909 | -8,965,800 | -45,542,658 | -70,489,999 |
Discontinued operations: | ' | ' | ' | ' | ' |
(Loss) gain from discontinued operations, net of tax | ' | ' | ' | -50,298 | 802,367 |
Net loss | -3,921,574 | -5,078,909 | -8,965,800 | -45,592,956 | -69,687,632 |
Less: Net loss attributable to non-controlling interest | ' | ' | ' | -1,164 | -172,517 |
Net loss attributable to Pershing Gold Corporation | -3,921,574 | -5,078,909 | -8,965,800 | -45,594,120 | -69,860,149 |
Preferred deemed dividend | -4,101,659 | ' | -4,101,659 | -2,702,777 | -10,088,832 |
Preferred stock dividend | ' | ' | ' | -21,150 | -21,150 |
Net loss available to common stockholders | ($8,023,233) | ($5,078,909) | ($13,067,459) | ($48,318,047) | ($79,970,131) |
Loss per common share, basic and diluted: | ' | ' | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.03) | ($0.02) | ($0.05) | ($0.23) | ($0.36) |
Loss from discontinued operations (in dollars per share) | $0 | $0 | $0 | $0 | $0 |
Earnings per share basic and diluted (in dollars per share) | ($0.03) | ($0.02) | ($0.05) | ($0.23) | ($0.36) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted (in shares) | 273,292,023 | 256,619,449 | 272,236,712 | 206,120,460 | 224,003,492 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 25 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss attributable to Pershing Gold Corporation | ($8,965,800) | ($45,594,120) | ($69,860,149) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 729,771 | 756,482 | 2,048,347 |
Bad debts | ' | 13,333 | 513,333 |
Bad debts in connection with discontinued operations | ' | 61,050 | 65,300 |
Amortization of debt discounts and deferred financing cost | ' | 8,100,450 | 12,049,972 |
Amortization of prepaid expense in connection with the issuance of common stock issued for prepaid services | ' | ' | 116,669 |
Loss from extinguishment of debts | ' | 4,769,776 | 4,769,776 |
Change in fair value of derivative liability | ' | 1,454,889 | -5,447,917 |
Interest expense in connection with the note modification | ' | 3,022,186 | 3,022,186 |
Interest expense in connection with the conversion of notes payable | ' | ' | 230,192 |
Interest expense in connection with the cancellation of debt and assignment of shares agreement | ' | 61,500 | 61,500 |
Gain from disposal of discontinued operations | ' | ' | -1,134,448 |
Loss from disposal of assets | ' | 18,729 | 192,759 |
Non-controlling interest | ' | 1,164 | 172,348 |
Realized gain - available for sale securities | -1,656,333 | -755,600 | -3,146,933 |
Realized gain - trading securities | ' | -19,702 | -19,702 |
Gain from sale of subsidiary | ' | -500,000 | -500,000 |
Share of loss of equity method investee | ' | 83,333 | 83,333 |
Common stock issued and included in settlement expense | ' | 4,883,196 | 9,644,696 |
Stock-based compensation | 3,834,352 | 16,716,283 | 25,980,788 |
Gain from sale of uranium assets pursuant to an option agreement | ' | -930,000 | -930,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Restricted cash - current portion | ' | ' | 1,320,817 |
Other receivables | 77,364 | 99,908 | 86,575 |
Prepaid expenses - current portion and other current assets | 143,346 | 90,871 | 1,902,077 |
Assets of discontinued operations - current portion | ' | ' | 141,378 |
Prepaid expenses - long-term portion | ' | 37,759 | 41,912 |
Restricted cash - long-term portion | ' | ' | 500,000 |
Deposits | ' | -95,788 | -95,788 |
Assets of discontinued operations - long term portion | ' | ' | 40,556 |
Accounts payable and accrued expenses | -172,319 | 353,581 | 206,308 |
Liabilities of discontinued operation | ' | -21,622 | 28,730 |
NET CASH USED IN OPERATING ACTIVITIES | -6,009,619 | -7,392,342 | -17,915,385 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Acquisition of mining rights | ' | -2,576,400 | -2,576,400 |
Payments received on notes receivable | ' | 930,000 | 1,430,000 |
Increase in reclamation bond deposits | ' | ' | -1,715,629 |
Net proceeds received from the sale of marketable securities | 1,656,333 | 875,302 | 3,266,635 |
Proceeds from disposal of assets | ' | 74,074 | 207,505 |
Purchase of property and equipment | -23,898 | -300,098 | -426,631 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,632,435 | -997,122 | 185,480 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from sale of common stock, net of issuance costs | ' | 6,307,500 | 12,609,866 |
Proceeds from sale of preferred stock, net of issuance costs | 10,227,079 | 1,000,000 | 14,511,475 |
Proceeds from note payable | ' | 500,000 | 500,000 |
Proceeds from convertible promissory notes | ' | ' | 1,715,604 |
Payments on notes payable | -17,277 | -1,541,691 | -3,433,369 |
Advances to former parent company | ' | ' | 48,745 |
Distribution to former parent company | -15,066 | -88,390 | -108,706 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 10,194,736 | 6,177,419 | 25,843,615 |
EFFECT OF EXCHANGE RATE ON CASH | ' | ' | 1,649 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,817,552 | -2,212,045 | 8,115,359 |
CASH AND CASH EQUIVALENTS- beginning of period | 3,218,191 | 3,670,567 | 920,384 |
CASH AND CASH EQUIVALENTS- end of period | 9,035,743 | 1,458,522 | 9,035,743 |
Cash paid for: | ' | ' | ' |
Interest | 4,050 | 196,408 | 534,174 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Issuance of common stock for payment of notes payable and accrued interest | ' | 8,315,258 | 9,323,005 |
Issuance of common stock in connection with the conversion of a promissory note into a current private placement | ' | ' | 611,750 |
Issuance of preferred stock in connection with the conversion of a promissory note and accrued interest into a current private placement | 645,480 | ' | 645,480 |
Issuance of additional notes payable upon assignment of debt | ' | 294,285 | 294,285 |
Beneficial conversion feature and debt discount in connection with the issuance of convertible promissory notes | ' | 168,163 | 1,883,767 |
Preferred stock deemed dividend | ' | 1,616,777 | 4,901,173 |
Issuance of common stock for payment of Continental's accrued legal fees | ' | 170,614 | 170,614 |
Issuance of common stock for payment of accrued dividend | ' | 3,601 | 3,601 |
Reclassification of derivative liability to equity | ' | 7,750,289 | 7,750,289 |
Issuance of a note receivable upon sale of subsidiary | ' | 500,000 | 500,000 |
Issuance of a note receivable in connection with sale of uranium assets pursuant to an option agreement | ' | 930,000 | 930,000 |
Common stock and warrants issued for acquisition of mining rights | ' | 5,709,441 | 5,709,441 |
Distribution to former parent company | ' | 606,339 | 517,949 |
Cancellation of debt in connection with the assignment of shares | ' | 42,000 | 42,000 |
Issuance of a note payable for purchase of mining equipment | ' | 92,145 | 92,145 |
Cancellation of debt in connection with an assignment agreement | ' | ' | $33,500 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' |
NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS | |
Organization | |
Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., formerly named The Empire Sports & Entertainment Holdings Co. (“Empire”), formerly named Excel Global, Inc., was incorporated under the laws of the State of Nevada on August 2, 2007. On February 27, 2012, the Company changed its name to Pershing Gold Corporation. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature. | |
On September 1, 2011, the Company exited the sports and entertainment business and disposed of its Empire subsidiary pursuant to a Stock Purchase Agreement by and between the Company, Empire and Concert International Inc. (“CII”). Pursuant to the stock purchase agreement, the Company agreed to sell to CII its Empire subsidiary, including the 66.67% equity ownership interest in Capital Hoedown Inc. (“Capital Hoedown”), for $500,000. As a result, on September 1, 2011, Empire and Capital Hoedown were no longer subsidiaries of the Company. | |
A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 and held the note payable - related party (see Note 8), which was exchanged for the Company’s Series E Convertible Preferred Stock and warrants in August 2013 and was cancelled (see Note 9). | |
On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”) acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 in senior secured convertible promissory notes. | |
A wholly-owned subsidiary, Pershing Royalty Company, a Delaware corporation, was formed on May 17, 2012 to hold royalty interests in two gold exploration properties (see Note 3). | |
Going concern | |
The Company is in the exploration stage and does not generate revenues to meet its operating expenses. | |
These unaudited condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company has incurred a net loss of approximately $9.0 million for the nine months ended September 30, 2013, $6.0 million of net cash used in operations for the nine months ended September 30, 2013 and total accumulated deficit of approximately $95.0 million since its inception and requires capital for its contemplated operational and exploration activities to take place. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. | |
In August 2013, the Company completed a private placement to several accredited investors for the purchase of 10,533 shares of its Series E Convertible Preferred Stock (“Series E”) and 12,639,600 warrants to purchase shares of common stock for aggregate net proceeds of approximately $10.2 million (see Note 9). | |
In addition, in August 2013, the Company issued 652 shares of its Series E stock and 782,400 warrants to purchase shares of common stock in exchange for the cancellation of a note payable — related party and accrued interest totaling approximately $646,000 (see Note 8). | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||
Sep. 30, 2013 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Basis of presentation and principles of consolidation | |||
The unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and present the unaudited condensed consolidated financial statements of the Company as of September 30, 2013. All intercompany transactions and balances have been eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation and all transactions relating to the sports and entertainment business are included in discontinued operations. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of September 30, 2013, and the results of operations and cash flows for the nine months ended September 30, 2013 have been included. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the period ended December 31, 2012, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from those financial statements. | |||
Exploration stage company | |||
On September 1, 2011, the Company exited the sports and entertainment business and sold its Empire subsidiary. The Company is engaged in gold and precious metals exploration. The Company has been in the exploration stage since September 1, 2011 and has not yet realized any revenues from its planned operations. The Company is an exploration stage company as defined in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”. | |||
Use of estimates | |||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options and warrants granted and derivative liability, beneficial conversion on convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition. | |||
Non-controlling interests in consolidated financial statements | |||
In December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarified that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. | |||
Cash and cash equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2013, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Marketable securities | |||
Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group. | |||
Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations. | |||
Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated. | |||
Fair value of financial instruments | |||
The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or Liabilities | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||
Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model. | |||
The Company classified the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities were restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933 as amended (the “Securities Act”) or the availability of an exemption from the registration. Unrealized gains or losses on marketable securities available for sale were recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale were reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluated the carrying value of the marketable securities for a decrease in value. The Company evaluated the entity underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings. | |||
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes payable at September 30, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate. | |||
Prepaid expenses | |||
Prepaid expenses — current portion of $359,491 and $502,837 at September 30, 2013 and December 31, 2012, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums and mineral lease fees which are being amortized over the terms of their respective agreements. | |||
Mineral property acquisition and exploration costs | |||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the nine months ended September 30, 2013 and 2012, the Company incurred exploration costs of $1,793,214 and $4,842,781, respectively. | |||
ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. | |||
ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both: | |||
· The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. | |||
· The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. | |||
Property and equipment | |||
Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years. | |||
Impairment of long-lived assets | |||
The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. | |||
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at September 30, 2013 and December 31, 2012, respectively. | |||
Goodwill and other intangible assets | |||
In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: | |||
1. Significant underperformance relative to expected historical or projected future operating results; | |||
2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and | |||
3. Significant negative industry or economic trends. | |||
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not have any intangible assets as of September 30, 2013 and December 31, 2012. | |||
Income Taxes | |||
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||
The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. | |||
Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |||
Stock-based compensation | |||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |||
Recent accounting pronouncements | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements. | |||
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | |||
ACQUISITION_DISPOSITION_AND_DE
ACQUISITION, DISPOSITION AND DECONSOLIDATION | 9 Months Ended |
Sep. 30, 2013 | |
ACQUISITION, DISPOSITION AND DECONSOLIDATION | ' |
ACQUISITION, DISPOSITION AND DECONSOLIDATION | ' |
NOTE 3 — ACQUISITION, DISPOSITION AND DECONSOLIDATION | |
Continental Resources Group, Inc. | |
On July 22, 2011, the Company, Continental Resources Acquisition Sub Inc. (“Acquisition Sub”) and Continental Resources Group Inc. (“Continental”) entered into a Purchase Agreement and, through Acquisition Sub, completed the purchase of substantially all of the assets of Continental. | |
On February 12, 2013 the SEC declared the Company’s registration statement on Form S-1 effective. The registration statement satisfied a condition of the liquidation of Continental. As a result of the effectiveness of the Form S-1 registration statement, Continental completed its plan of liquidation, including the distribution of 76,095,215 of the Company’s shares on a pro rata basis to Continental shareholders of record as of March 1, 2013. | |
Sale of Uranium Exploration Properties | |
On January 26, 2012, the Company and American Strategic Minerals Corp. (“Amicor”) entered into an Option Agreement whereby Amicor acquired the option to purchase all uranium properties and claims (the “Option”) from the Company for a purchase price of $10.00 in consideration for the issuance of (i) 10,000,000 shares of Amicor’s common stock and (ii) a six month promissory note in the principal amount of $1,000,000. Pursuant to the Option, the consideration received by the Company for the option was non-refundable. | |
In 2012, $930,000 of the principal amount of note was paid. Under the terms of the note, Amicor was required to pay the balance of the note upon completion of a private placement totaling $1,000,000 or more on or before July 26, 2012. The $1,000,000 private placement was not completed by that date and thus Amicor was not required to pay the final $70,000 due under the note. Accordingly, no amounts under the note receivable from Amicor are currently outstanding. | |
Between February 2012 and January 2013, the Company sold all 10,000,000 shares of Amicor common stock it owned in private transactions and generated net proceeds of $1,641,933. In October 2012, Amicor changed its name to Marathon Patent Group, Inc. | |
Sale of Gold Exploration Properties | |
A wholly-owned subsidiary of the Company, Red Battle Corp. (“Red Battle”), a Delaware corporation, was formed on April 30, 2012 to hold all of the outstanding membership interests of Arttor Gold and Noble Effort, then subsidiaries of the Company which owned the Red Battle and North Battle Mountain gold exploration properties. The Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on May 24, 2012 with Valor Gold Corp. and Valor Gold Acquisition Corp., a wholly-owned subsidiary of Valor Gold Corp., for the purpose of divesting its Red Rocks and North Battle Mountain gold properties. As a result of this transaction, Red Battle, together with Arttor Gold and Noble Effort were sold to Valor Gold. | |
The Merger effectively resulted in the sale of the Company’s two Lander County, Nevada exploration properties, Red Rock Mineral Prospect (including the Centerra Prospect), and North Battle Mountain Mineral Prospect, to Valor Gold for (i) $2,000,000 in cash (the “Cash Consideration”), (ii) a 5% promissory note in the principal amount of $500,000 due 18 months following the issuance date and (iii) 25,000,000 shares of Valor Gold’s common stock. | |
In November 2012, the Company collected the full balance of the note receivable $500,000 plus accrued interest from Valor Gold. | |
Prior to the Merger, certain entities under the control of Barry Honig, a director of the Company, and Mr. Honig’s family members held 5,600,003 shares of Valor Gold. Additionally, another shareholder of the Company held 750,000 shares of Valor Gold prior to the Merger. Contemporaneously with the closing of the Merger, this shareholder purchased 1,250,000 shares of Valor Gold’s common stock in a private placement by Valor Gold. Additionally, entities under Mr. Honig’s control purchased 5,000,000 shares of Valor Gold’s Series A Preferred Stock in the Valor Gold private placement. | |
The issuance of 25,000,000 shares of Valor Gold’s common stock to the Company accounted for approximately 38.6% of the total issued and outstanding common stock of Valor Gold as of May 24, 2012. Between February 2013 and May 2013, the Company sold all 25,000,000 shares it owned of Valor Gold common stock in private transactions which generated net proceeds of $1,505,000. As of September 30, 2013, the Company no longer owns any shares in Valor Gold. | |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||||||
NOTE 4 — MARKETABLE SECURITIES | |||||||||||||||||
Marketable securities activity for the three months ended September 30, 2013 consisted of the following: | |||||||||||||||||
Cost | Gross | Gross | Realized Gain | Fair Value | |||||||||||||
Unrealized | Unrealized | from Sale of | |||||||||||||||
Gains | Losses | Securities | |||||||||||||||
Marketable securities — available for sale | $ | — | $ | — | $ | — | $ | 1,656,333 | $ | — | |||||||
In January 2013, the Company sold the remaining 1,513,333 shares of Amicor common stock it owned in a private transaction and generated net proceeds of $151,333. Between February 2013 and May 2013, the Company sold all 25,000,000 shares of Valor Gold common stock it owned in private transactions and generated net proceeds of $1,505,000. Consequently, the Company recorded a realized gain — available for sale securities of $1,656,333 during the nine months ended September 30, 2013. | |||||||||||||||||
MINERAL_PROPERTIES
MINERAL PROPERTIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
MINERAL PROPERTIES | ' | |||||||
MINERAL PROPERTIES | ' | |||||||
NOTE 5 — MINERAL PROPERTIES | ||||||||
Relief Canyon Properties | ||||||||
The Relief Canyon properties are located in Pershing County about 100 miles northeast of Reno, Nevada and at the southern end of the Humboldt Range. The Relief Canyon properties do not currently have any mineral reserves and all activities undertaken and currently proposed are exploratory in nature. | ||||||||
Relief Canyon Mine | ||||||||
Through the Company’s wholly-owned subsidiary, Gold Acquisition, the Company owns 164 unpatented lode mining claims and 120 unpatented millsites at the Relief Canyon Mine property. The property includes the Relief Canyon Mine and gold processing facilities, currently in a care and maintenance status. The Relief Canyon Mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, electrolytic cells, a furnace and a retort for the production of gold doré. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in a care and maintenance status. The facilities are generally in good condition. Most of the Relief Canyon Mine property is burdened by a production royalty equal to 2% of net smelter returns payable to Battle Mountain Gold Exploration LLC (now owned by Royal Gold). | ||||||||
Pershing Pass Property | ||||||||
The Pershing Pass property consists of over 700 unpatented mining claims covering approximately 12,000 acres and a mining lease covering approximately 600 acres. The Pershing Pass property includes approximately 490 unpatented lode mining claims covering approximately 9,700 acres that we acquired from Silver Scott Mines in March 2012 and approximately 283 unpatented lode mining claims covering about 5,660 acres owned directly by a Victoria Gold Corp. subsidiary prior to our purchase. Victoria Gold has reserved a 2% net smelter return production royalty on the 221 claims that are located outside the area of interest related to the Newmont Leased property, discussed above. The Pershing Pass property also includes 17 unpatented mining claims acquired from a third party in April 2012 subject to a 2% net smelter return royalty, 17 unpatented mining claims that the Company located in mid 2012, and approximately 635 acres of private lands that the Company leased in January 2013. The primary term of the lease is ten years, which may be extended as long as mineral development work continues on the property. Production from the lease is subject to a 2% net smelter return royalty on all metals produced other than gold, and to a royalty on gold indexed to the gold price, ranging from 2% at gold prices of less than $500 per ounce to 3.5% at gold prices over $1,500 per ounce. Prior to one year after commercial production, the Company can repurchase up to 3% of the royalty on gold production at the rate of $600,000 for each 1%. | ||||||||
In September 2013, the Company entered into a lease agreement and purchase option with Wolf Pack Gold (Nevada) Corp for 19 unpatented mining claims (approximately 400 acres) in the Pershing Pass Property. The lease grants the Company exclusive rights to conduct mineral exploration, development and mining and an exclusive option to purchase the claims. The primary term of the lease is ten years, which may be extended as long as mineral exportation, development, or mining work continues on the property. Production from the lease is subject to a 1% net smelter return royalty on precious metals and a one-half percent net smelter royalty on all other metals produced from the lease. Prior to production, and starting in September 2016, the Company is required to pay a $10,000 per year advance minimum royalty payment to Wolf Pack Gold. The advance minimum royalty remains at $10,000 per year until September 2023 when the advance royalty payment increases to $12,500 per year. The advance royalty payment increases to $15,000 per year in September 2028 and then $20,000 per year in September 2033. The advance minimum royalty payments are due on or before the anniversary dates of the lease agreement. If the Company decides to exercise the purchase option, which is exercisable at any time, it can acquire the 19 unpatented mining claims from Wolf Pack Gold for $250,000. | ||||||||
Newmont Leased Properties | ||||||||
On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. (“VRI”) their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada. Approximately 8,900 acres of these properties are held under leases and subleases with Newmont USA Ltd., which the Company refers to as the Newmont Leased properties. Victoria Gold has reserved a 2% net smelter return royalty from the production on 221 of the 283 unpatented mining claims that it owned directly. | ||||||||
Approximately 8,900 acres of the lands that the Company acquired from Victoria Gold Corporation are a leasehold interest comprised of unpatented mining claims and private lands subject to a 2006 Mineral Lease and Sublease with Newmont USA Ltd., which the Company refers to as the Newmont Leased property. The Newmont Leased property consists of 155 unpatented lode mining claims owned by Newmont comprising approximately 2,800 acres, approximately 4,900 acres of privately-owned fee minerals leased by Newmont from the owners, and 62 unpatented mining claims that were owned by Victoria within the Newmont Leased property and area of interest. | ||||||||
In order to maintain the 2006 Minerals Lease and Sublease with Newmont, the Company was required to spend approximately $1.0 million in exploration expenses in 2013. The Company has satisfied the 2013 direct drilling work commitment. Starting in 2014, the Company is required to spend $0.5 million on exploration expenditures or pay Newmont rental payments of $10 per acre per year. The rental payments will escalate by 5% per year. The Company has also satisfied the 2014 direct drilling work commitment and the majority of the 2015 commitment. Under the current terms of the 2006 Minerals Lease and Sublease and commencing in 2014, the annual rent, if the Company elects not to or fails to incur at least $0.5 million in exploration expenditures, would be approximately $0.1 million. Because the Company has satisfied the direct drilling work commitment for 2014 and 2015, it will not incur annual rental payments in 2014 or 2015. The Company will be required to expend $0.5 million in additional direct drilling expenditures in 2016 in order to avoid the annual rental payment requirement. | ||||||||
Pursuant to the 2006 Minerals Lease and Sublease, the Company is subject to a 3% to 5% net smelter royalty tied to the gold price in the event Newmont elects not to pursue the Venture Option and quitclaims the claims and leased lands to the Company. The 5% net smelter royalty would apply if the monthly average gold price is equal to or greater than $400 per ounce. In addition, the Company is subject to a 2.5% net smelter returns royalty payable to the lessor on approximately 800 acres of the Newmont Leased properties under the 1994 Mining Lease and a 3.5% net smelter returns royalty payable to the lessor on approximately 495 acres of the Newmont Leased properties under the 1999 Mining Lease; these royalties would offset the Newmont royalty down to 2%. | ||||||||
The Company has posted bonds with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount equal to the maximum cost to reclaim land disturbed in its mining process. The Company posted a reclamation bond deposit of approximately $4.6 million to provide surface reclamation coverage for the Relief Canyon Mine, as required by the BLM to secure remediation costs if the project is abandoned or closed. Due to its investment in the bond and the close monitoring of the BLM Nevada State Office, the Company believes that it has adequately mitigated any liability that could be incurred by the Company to reclaim lands disturbed in its mining process. | ||||||||
As of September 30, 2013, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required. | ||||||||
As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs. | ||||||||
Mineral properties consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Relief Canyon Mine — Gold Acquisition | $ | 8,501,071 | $ | 8,501,071 | ||||
Relief Canyon Mine — Newmont Leased Properties | 7,709,441 | 7,709,441 | ||||||
Pershing Pass Property | 576,400 | 576,400 | ||||||
$ | 16,786,912 | $ | 16,786,912 | |||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
NOTE 6 — PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consisted of the following: | ||||||||||
Estimated Life | September 30, | December 31, | ||||||||
2013 | 2012 | |||||||||
Furniture and fixtures | 5 years | $ | 56,995 | $ | 56,995 | |||||
Office and computer equipment | 1 - 5 years | 227,344 | 220,060 | |||||||
Land | — | 266,977 | 266,977 | |||||||
Building and improvements | 5 - 25 years | 727,965 | 727,965 | |||||||
Site costs | 10 years | 1,272,732 | 1,272,732 | |||||||
Crushing system | 20 years | 2,256,943 | 2,256,943 | |||||||
Process plant and equipment | 10 years | 3,169,442 | 3,166,280 | |||||||
Vehicles and mining equipment | 5 - 10 years | 695,825 | 682,373 | |||||||
8,674,223 | 8,650,325 | |||||||||
Less: accumulated depreciation | (1,993,320 | ) | (1,263,549 | ) | ||||||
$ | 6,680,903 | $ | 7,386,776 | |||||||
For the nine months ended September 30, 2013 and 2012, depreciation expense amounted to $729,771 and $756,482, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
NOTES PAYABLE | ' | |||||||
NOTES PAYABLE | ' | |||||||
NOTE 7 — NOTES PAYABLE | ||||||||
In August 2012, the Company issued a note payable in the amount of $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien on the mining equipment. The note is payable in 48 equal monthly payments of $2,226 beginning in September 2012. | ||||||||
Notes payable — short and long term portion consisted of the following: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Total notes payable | $ | 65,269 | $ | 82,546 | ||||
Less: current portion | (23,036 | ) | (23,036 | ) | ||||
Long term portion | $ | 42,233 | $ | 59,510 | ||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 8 — RELATED PARTY TRANSACTIONS | |
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. | |
Note payable - related party | |
In February 2011, Mr. Honig, a Director of the Company advanced $2,250,000 to the Company under a Credit Facility Agreement. Between August 2011 and December 2011, the Company paid a total of $1,688,250 to Mr. Honig. Additionally, between July 2012 and October 2012, a total of $75,500 was extinguished on a non-cash basis reducing the principal balance of the note to $486,250. | |
Subsequently, in August 2013, Mr. Honig exchanged the note including accrued interest of $159,230 for Company’s Series E Convertible Preferred Stock and warrants and the Credit Facility was terminated (see Note 9). | |
As of September 30, 2013 and December 31, 2012 principal balance of the note amounted to $0 and $486,250, respectively. As of September 30, 2013 and December 31, 2012, accrued interest on this note payable — related party amounted to $0 and $142,164, respectively. | |
Continental Resources Group, Inc. | |
In January 2013, the Company paid $15,066 of Continental’s expenses. The Company recorded such advances to additional paid in capital which represents distributions to the Company’s former parent company for a total of $15,066 and $611,589 at September 30, 2013 and December 31, 2012, respectively. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
NOTE 9 — STOCKHOLDERS’ EQUITY | |||||||||
Preferred Stock | |||||||||
The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish. | |||||||||
Convertible Series A Preferred Stock | |||||||||
As of September 30, 2013, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. | |||||||||
Convertible Series B Preferred Stock | |||||||||
As of September 30, 2013, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. | |||||||||
Convertible Series C Preferred Stock | |||||||||
As of September 30, 2013, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. | |||||||||
Convertible Series D Preferred Stock | |||||||||
As of September 30, 2013, there were 7,500,000 shares of Series D Preferred Stock authorized and none issued and outstanding. | |||||||||
Convertible Series E Preferred Stock | |||||||||
On August 5, 2013, the Company designated 15,151 shares of Series E Convertible Preferred Stock. Each share of Series E is convertible into shares of the Company’s common stock at a conversion rate of 3,000 shares of common stock for each share of Series E which is equivalent to a conversion price of $0.33 per share of common stock, subject to certain adjustments in the event of stock dividends, stock splits and subsequent equity sales. | |||||||||
The holders of the Series E Preferred Stock will vote on an as-converted basis on all matters on which the holders of the common stock have a right to vote. The Company may, at any time after February 8, 2014, redeem all then outstanding Series E Preferred Stock for cash in an amount equal to 110% of the purchase price for the Series E Preferred Stock, provided that the optional redemption provisions are met as defined in the certificate of designation. Upon liquidation, dissolution or winding up of the Company, each holder of Series E Preferred Stock is entitled to receive the greater of: (i) 110% of the purchase price of the Series E Preferred Stock, and (ii) the amount each holder would be entitled to receive if such holder’s shares of Series E Preferred Stock were converted into common stock. Upon a change of control, all outstanding shares of Series E Preferred Stock will automatically convert into shares of common stock and the holders will also be entitled to receive a cash payment equal to 10% of the purchase price paid for the Series E Preferred Stock. The Company believes that the occurrence of the optional redemption is considered conditional events and as a result the instrument does not meet the definition of mandatorily redeemable financial instrument based from ASC 480-10-25, “Distinguishing Liabilities from Equity”. | |||||||||
In August 2013, the Company completed private placements to several accredited investors for the purchase of 10,533 shares of its Series E Convertible Preferred Stock and warrants to acquire 12,639,600 shares of the Company’s common stock for aggregate net proceeds of approximately $10.2 million. Each purchaser of Series E received a 3-year warrant to acquire a number of shares of the Company’s common stock equal to 40% of the number of shares of common stock issuable upon conversion of the Series E shares. The warrants are exercisable immediately at an exercise price of $0.40 per share of the Company’s common stock, subject to adjustments in the event of stock dividends, recapitalizations or certain other transactions and expire three years from the date of issuance. The purchase price of one share of Series E Preferred Stock and the associated warrant was $990. | |||||||||
In accordance with ASC 505, “Equity - Dividends and Stock Splits”, the Series E Preferred Stock was considered to have an embedded beneficial conversion feature (ECF) because the conversion price was less than the fair value of the Company’s common stock. The Series E Preferred Stock was fully convertible at the issuance date, therefore a portion of proceeds allocated to the Series E Preferred Stock was determined to be the value of the beneficial conversion feature and was recorded as a preferred deemed dividend. In connection with the initial sales of the Series E Preferred Stock, the initial estimated fair value allocated to the ECF was $2,188,792 and the fair value allocated to the warrants of $1,912,867 was recorded as a preferred deemed dividend in August 2013. | |||||||||
The assumptions used valuing the warrants include: | |||||||||
Risk free interest rate (annual) | 0.61% to 0.82% | ||||||||
Expected volatility | 86% | ||||||||
Expected life | 3 Years | ||||||||
Assumed dividends | none | ||||||||
In connection with these private placements, the Company paid legal fees of approximately $124,000 and commissions of approximately $76,000 in cash and the issuance of warrants to purchase 13,590 shares of the Company’s Common Stock. | |||||||||
Additionally, Mr. Honig exchanged the outstanding principal and accrued interest of $645,480 owed by the Company under a Credit Facility Agreement (see Note 8) for 652 shares of Series E Convertible Preferred Stock and warrants to acquire 782,400 shares of the Company’s common stock on equivalent terms to those of investors purchasing in the private placement. | |||||||||
As of September 30, 2013, there were 15,151 shares of Series E Preferred Stock authorized and 11,185 shares issued and outstanding. | |||||||||
Common Stock | |||||||||
On February 9, 2012, the Company issued 12,000,000 shares of restricted common stock to Stephen Alfers, the Company’s Chief Executive Officer, pursuant to his employment agreement. On February 8, 2013, the Company and Mr. Alfers amended his employment agreement, at the Company’s request, to extend the vesting of 6,000,000 shares of restricted stock until March 14, 2014. These shares originally would have vested on February 9, 2013. | |||||||||
On June 18, 2012, the Company granted 3,000,000 shares of restricted common stock to a director of the Company that were valued at fair market value on the date of grant at approximately $0.34 per share. These restricted shares vest one third at the end of each of the first three years following the date of issuance. | |||||||||
On June 18, 2012, the Company issued 5,000,000 shares of restricted common stock to Mr. Alfers. On February 8, 2013, the Company and Mr. Alfers amended, at the Company’s request, the related restricted stock agreement to extend the vesting schedule of the first one third of the shares until March 14, 2014. These shares originally would have vested on June 18, 2014. | |||||||||
On November 21, 2012, the Company issued 200,000 shares of restricted common stock to Eric Alexander, the Company’s Vice President of Finance and Controller. On February 8, 2013, the Company and Mr. Alexander amended, at the Company’s request, his restricted stock agreement to extend vesting of the first third of his grant until March 14, 2014. These shares originally would have vested on November 30, 2013. | |||||||||
On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director of the Company and certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. | |||||||||
During the nine months ended September 30, 2013, the Company recorded stock-based compensation expense in connection with restricted stock awards of $3,475,523. At September 30, 2013, there was a total of $3,904,349 unrecognized compensation expense in connection with restricted stock awards. | |||||||||
Common Stock Options | |||||||||
A summary of the Company’s outstanding stock options as of September 30, 2013 and changes during the period then ended are presented below: | |||||||||
Number of | Weighted | Weighted | |||||||
Options | Average | Average | |||||||
Exercise | Remaining | ||||||||
Price | Contractual | ||||||||
Life | |||||||||
(Years) | |||||||||
Balance at December 31, 2012 | 35,298,000 | $ | 0.46 | 9.11 | |||||
Granted | 350,000 | 0.42 | 3.83 | ||||||
Exercised | — | — | — | ||||||
Forfeited | (2,248,000 | ) | 1.3 | 7 | |||||
Cancelled | — | — | — | ||||||
Balance at September 30, 2013 | 33,400,000 | 0.4 | 8.43 | ||||||
Options exercisable at end of period | 31,600,000 | $ | 0.4 | ||||||
Options expected to vest through December 31, 2014 | 1,800,000 | ||||||||
Weighted average fair value of options granted during the period | $ | 0.25 | |||||||
Stock options outstanding at September 30, 2013 as disclosed in the above table have approximately $731,700 of intrinsic value at the end of the period. | |||||||||
On September 29, 2010, the Company’s Board of Directors and stockholders adopted the 2010 Stock Incentive Plan (the “2010 Plan”). Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 (the “Code”) or which are not intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded. The 2010 Plan has reserved 2,800,000 shares of common stock for issuance, and there are currently outstanding stock-based awards to purchase 2,150,000 shares of the Company’s common stock under the 2010 Plan. | |||||||||
On February 9, 2012, the holders of approximately 53% of the outstanding shares of the Company’s common stock voted in favor of the adoption of the Company’s 2012 Equity Incentive Plan (the “ 2012 Plan”). The Board approved the 2012 Plan on February 9, 2012, which reserves 40,000,000 shares of common stock for issuance thereunder in the form of qualified incentive stock options, non-qualified stock options and restricted stock grants, issuable to the Company’s officers, directors, employees and consultants. As of September 30, 2013, there are no remaining available stock-based awards for future issuances under the 2012 Plan. | |||||||||
On February 12, 2013, the Board approved the adoption of a 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants. Pursuant to the terms of the 2013 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 40 million shares of common stock are issuable pursuant to awards under the 2013 Plan. As of September 30, 2013, there were 33,300,000 remaining available stock-based awards for future issuances under the 2013 Plan. | |||||||||
In March 2013, the Company granted 150,000 3-year options to purchase shares of common stock exercisable at $0.44 per share to consultants of the Company pursuant to a consulting agreement for business advisory services. The stock options fully vested by May 31, 2013. The 150,000 options were valued on the grant date at approximately $0.25 per option or a total of $38,058 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.44 per share, volatility of 92%, expected term of 3 years, no dividend yield and a risk free interest rate of 0.35%. | |||||||||
In March 2013, the Company extended the exercise period of stock options to purchase 500,000 shares of common stock previously granted to the Company’s former Vice President of Finance and Administration and director on June 18, 2012. The exercise period was extended to December 31, 2013 from March 31, 2013. The Company valued the extension of the option period utilizing the Black-Scholes option pricing model using the following assumptions: estimated volatility of 92%, risk-free interest rate of 0.14%, no dividend yield, and an expected life of 0.75 years, and recorded $35,079 as stock based compensation during the nine months ended September 30, 2013. | |||||||||
In August 2013, the Company granted 200,000 5-year options to purchase shares of common stock exercisable at $0.40 per share to consultants of the Company pursuant to a consulting agreement for investor relations services. The stock options vest immediately and were valued on the grant date at approximately $0.23 per option or a total of $45,080 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.35 per share, volatility of 86%, expected term of 5 years, no dividend yield and a risk free interest rate of 1.57%. | |||||||||
During the nine months ended September 30, 2013, the Company recorded stock based compensation expense related to options of $323,750. At September 30, 2013, there was a total of $156,651 of unrecognized compensation expense related to non-vested options. | |||||||||
Common Stock Warrants | |||||||||
A summary of the Company’s outstanding stock warrants as of September 30, 2013 and changes during the period then ended are presented below: | |||||||||
Number of | Weighted | Weighted | |||||||
Warrants | Average | Average | |||||||
Exercise | Remaining | ||||||||
Price | Contractual | ||||||||
Life | |||||||||
(Years) | |||||||||
Balance at December 31, 2012 | 16,255,779 | $ | 0.54 | 2.42 | |||||
Granted | 13,435,590 | 0.4 | 3 | ||||||
Cancelled | (3,446,748 | ) | 0.65 | 0.14 | |||||
Forfeited | — | — | — | ||||||
Exercised | — | — | — | ||||||
Balance at September 30, 2013 | 26,244,621 | $ | 0.45 | 2.47 | |||||
Warrants exercisable at September 30, 2013 | 26,244,621 | $ | 0.45 | 2.47 | |||||
Weighted average fair value of warrants granted during the period | $ | 0.17 | |||||||
In May 2013, the Company paid a total of $45,484 in connection with the cancellation of 3,446,748 warrants to acquire the Company’s common stock. This was reflected as warrant settlement expense in the Company’s Statement of Operations during the nine months ended September 30, 2013. | |||||||||
In August 2013, as part of the Series E Preferred Stock private placement, the Company issued a total of 13,435,590 3-year warrant to purchase shares of the Company’s common stock at an exercise price of $0.40 per share. | |||||||||
NET_LOSS_PER_COMMON_SHARE
NET LOSS PER COMMON SHARE | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
NET LOSS PER COMMON SHARE | ' | |||||||||||||
NET LOSS PER COMMON SHARE | ' | |||||||||||||
NOTE 10 — NET LOSS PER COMMON SHARE | ||||||||||||||
Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, adjusted for preferred dividends, by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding. The following table sets forth the computation of basic and diluted loss per share: | ||||||||||||||
For the Three | For the Three | For the Nine | For the Nine | |||||||||||
Months ended | Months ended | Months ended | Months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Numerator: | ||||||||||||||
Loss from continuing operations available to common stockholders | $ | (8,023,233 | ) | $ | (5,078,909 | ) | $ | (13,067,459 | ) | $ | (48,266,585 | ) | ||
Loss from discontinued operations | $ | — | $ | — | $ | — | $ | (50,298 | ) | |||||
Denominator: | ||||||||||||||
Denominator for basic and diluted loss per share | 273,292,023 | 256,619,449 | 272,236,712 | 206,120,456 | ||||||||||
(weighted-average shares) | ||||||||||||||
Loss per common share, basic and diluted: | ||||||||||||||
Loss from continuing operations | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.23 | ) | ||
Loss from discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||
The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded. | ||||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | |||||||||||||
Common stock equivalents: | ||||||||||||||
Stock options | 33,400,000 | 35,298,000 | ||||||||||||
Stock warrants | 26,244,621 | 12,222,188 | ||||||||||||
Convertible preferred stock | 33,555,000 | — | ||||||||||||
93,199,621 | 47,520,188 | |||||||||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
DISCONTINUED OPERATIONS | ' | |||||||
DISCONTINUED OPERATIONS | ' | |||||||
NOTE 11 — DISCONTINUED OPERATIONS | ||||||||
In September 2011, the Company decided to discontinue its sports and entertainment business and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. On September 1, 2011, the Company disposed of its Empire subsidiary pursuant to a stock purchase agreement by and between the Company, Empire and CII. Prior to the purchase, CII was the owner of a 33 1/3% minority interest with Empire in Capital Hoedown, Inc., an Ontario corporation, formed to undertake an event held during August 2011. Pursuant to the stock purchase agreement, the Company agreed to sell Empire to CII, including the 66.67% equity ownership interest in Capital Hoedown, for $500,000 which was payable on March 31, 2012 pursuant to a Senior Promissory Note issued by CII to the Company which bears interest at 8% per annum. During 2012 the outstanding note balance was fully written off as a bad debt. | ||||||||
The following table sets forth indicated selected financial data of the Company’s discontinued operations of its sports and entertainment business during the nine months ended September 30, 2013 and 2012. | ||||||||
September | September | |||||||
30, 2013 | 30, 2012 | |||||||
Revenues | $ | — | $ | — | ||||
Cost of sales | — | — | ||||||
Gross profit (loss) | — | — | ||||||
Operating and other non-operating expenses | — | (50,298 | ) | |||||
Loss from discontinued operations | — | (50,298 | ) | |||||
Gain from sale of sports and entertainment business | — | — | ||||||
Loss from discontinued operations | $ | — | $ | (50,298 | ) | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
NOTE 12 — COMMITMENTS AND CONTINGENCIES | |||||
Operating Lease | |||||
In February 2012, the Company signed a three year lease agreement for office space located in Lakewood, Colorado containing approximately 2,390 net rentable square feet with a term commencing in March 2012 and expiring in April 2015. The lease requires the Company to pay an annual base rent of $18.50 per rentable square foot or $44,215 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on May 1, 2013 as defined in the lease agreement. Future minimum rental payments required under the lease are as follows: | |||||
2013 | $ | 11,353 | |||
2014 | 46,207 | ||||
2015 and thereafter | 15,535 | ||||
$ | 73,095 | ||||
Rent expense was $33,759 for the nine months ended September 30, 2013. | |||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
Basis of presentation and principles of consolidation | ' | ||
Basis of presentation and principles of consolidation | |||
The unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and present the unaudited condensed consolidated financial statements of the Company as of September 30, 2013. All intercompany transactions and balances have been eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests. Prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation and all transactions relating to the sports and entertainment business are included in discontinued operations. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of September 30, 2013, and the results of operations and cash flows for the nine months ended September 30, 2013 have been included. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the period ended December 31, 2012, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013. The consolidated balance sheet as of December 31, 2012 was derived from those financial statements. | |||
Exploration stage company | ' | ||
Exploration stage company | |||
On September 1, 2011, the Company exited the sports and entertainment business and sold its Empire subsidiary. The Company is engaged in gold and precious metals exploration. The Company has been in the exploration stage since September 1, 2011 and has not yet realized any revenues from its planned operations. The Company is an exploration stage company as defined in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”. | |||
Use of estimates | ' | ||
Use of estimates | |||
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options and warrants granted and derivative liability, beneficial conversion on convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition. | |||
Non-controlling interests in consolidated financial statements | ' | ||
Non-controlling interests in consolidated financial statements | |||
In December 2007, ASC 810-10-65, “Non-controlling Interests in Consolidated Financial Statements” clarified that a non-controlling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and non-controlling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the non-controlling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the non-controlling interest in subsidiary may exceed their interests in the subsidiary’s equity. The excess and any further losses attributable to the parent and the non-controlling interest shall be attributed to those interests even if that attribution results in a deficit non-controlling interest balance. | |||
Cash and cash equivalents | ' | ||
Cash and cash equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2013, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. | |||
Marketable securities | ' | ||
Marketable securities | |||
Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group. | |||
Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations. | |||
Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated. | |||
Fair value of financial instruments | ' | ||
Fair value of financial instruments | |||
The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. | |||
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or Liabilities | ||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data | ||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||
The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||
Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model. | |||
The Company classified the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities were restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933 as amended (the “Securities Act”) or the availability of an exemption from the registration. Unrealized gains or losses on marketable securities available for sale were recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale were reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluated the carrying value of the marketable securities for a decrease in value. The Company evaluated the entity underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings. | |||
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes payable at September 30, 2013 approximate their respective fair value based on the Company’s incremental borrowing rate. | |||
Prepaid expenses | ' | ||
Prepaid expenses | |||
Prepaid expenses — current portion of $359,491 and $502,837 at September 30, 2013 and December 31, 2012, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums and mineral lease fees which are being amortized over the terms of their respective agreements. | |||
Mineral property acquisition and exploration costs | ' | ||
Mineral property acquisition and exploration costs | |||
Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the nine months ended September 30, 2013 and 2012, the Company incurred exploration costs of $1,793,214 and $4,842,781, respectively. | |||
ASC 930-805, “Extractive Activities-Mining: Business Combinations”, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. | |||
ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both: | |||
· The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. | |||
· The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. | |||
Property and equipment | ' | ||
Property and equipment | |||
Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years. | |||
Impairment of long-lived assets | ' | ||
Impairment of long-lived assets | |||
The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage would be monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. | |||
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at September 30, 2013 and December 31, 2012, respectively. | |||
Goodwill and other intangible assets | ' | ||
Goodwill and other intangible assets | |||
In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: | |||
1. Significant underperformance relative to expected historical or projected future operating results; | |||
2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and | |||
3. Significant negative industry or economic trends. | |||
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not have any intangible assets as of September 30, 2013 and December 31, 2012. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||
The Company follows the provision of the ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is most likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. | |||
Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | |||
Stock-based compensation | ' | ||
Stock-based compensation | |||
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. | |||
Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |||
Recent accounting pronouncements | ' | ||
Recent accounting pronouncements | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements. | |||
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. | |||
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||||||
Schedule of Marketable Securities activity | ' | ||||||||||||||||
Marketable securities activity for the three months ended September 30, 2013 consisted of the following: | |||||||||||||||||
Cost | Gross | Gross | Realized Gain | Fair Value | |||||||||||||
Unrealized | Unrealized | from Sale of | |||||||||||||||
Gains | Losses | Securities | |||||||||||||||
Marketable securities — available for sale | $ | — | $ | — | $ | — | $ | 1,656,333 | $ | — |
MINERAL_PROPERTIES_Tables
MINERAL PROPERTIES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
MINERAL PROPERTIES | ' | |||||||
Schedule of Mineral Properties | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Relief Canyon Mine — Gold Acquisition | $ | 8,501,071 | $ | 8,501,071 | ||||
Relief Canyon Mine — Newmont Leased Properties | 7,709,441 | 7,709,441 | ||||||
Pershing Pass Property | 576,400 | 576,400 | ||||||
$ | 16,786,912 | $ | 16,786,912 | |||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
Schedule of Property and Equipment | ' | |||||||||
Estimated Life | September 30, | December 31, | ||||||||
2013 | 2012 | |||||||||
Furniture and fixtures | 5 years | $ | 56,995 | $ | 56,995 | |||||
Office and computer equipment | 1 - 5 years | 227,344 | 220,060 | |||||||
Land | — | 266,977 | 266,977 | |||||||
Building and improvements | 5 - 25 years | 727,965 | 727,965 | |||||||
Site costs | 10 years | 1,272,732 | 1,272,732 | |||||||
Crushing system | 20 years | 2,256,943 | 2,256,943 | |||||||
Process plant and equipment | 10 years | 3,169,442 | 3,166,280 | |||||||
Vehicles and mining equipment | 5 - 10 years | 695,825 | 682,373 | |||||||
8,674,223 | 8,650,325 | |||||||||
Less: accumulated depreciation | (1,993,320 | ) | (1,263,549 | ) | ||||||
$ | 6,680,903 | $ | 7,386,776 | |||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
NOTES PAYABLE | ' | |||||||
Schedule of Notes Payable | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
Total notes payable | $ | 65,269 | $ | 82,546 | ||||
Less: current portion | (23,036 | ) | (23,036 | ) | ||||
Long term portion | $ | 42,233 | $ | 59,510 | ||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
Assumptions used valuing the warrants | ' | ||||||||
Risk free interest rate (annual) | 0.61% to 0.82% | ||||||||
Expected volatility | 86% | ||||||||
Expected life | 3 Years | ||||||||
Assumed dividends | none | ||||||||
Summary of the outstanding stock options | ' | ||||||||
A summary of the Company’s outstanding stock options as of September 30, 2013 and changes during the period then ended are presented below: | |||||||||
Number of | Weighted | Weighted | |||||||
Options | Average | Average | |||||||
Exercise | Remaining | ||||||||
Price | Contractual | ||||||||
Life | |||||||||
(Years) | |||||||||
Balance at December 31, 2012 | 35,298,000 | $ | 0.46 | 9.11 | |||||
Granted | 350,000 | 0.42 | 3.83 | ||||||
Exercised | — | — | — | ||||||
Forfeited | (2,248,000 | ) | 1.3 | 7 | |||||
Cancelled | — | — | — | ||||||
Balance at September 30, 2013 | 33,400,000 | 0.4 | 8.43 | ||||||
Options exercisable at end of period | 31,600,000 | $ | 0.4 | ||||||
Options expected to vest through December 31, 2014 | 1,800,000 | ||||||||
Weighted average fair value of options granted during the period | $ | 0.25 | |||||||
Summary of the outstanding stock warrants | ' | ||||||||
A summary of the Company’s outstanding stock warrants as of September 30, 2013 and changes during the period then ended are presented below: | |||||||||
Number of | Weighted | Weighted | |||||||
Warrants | Average | Average | |||||||
Exercise | Remaining | ||||||||
Price | Contractual | ||||||||
Life | |||||||||
(Years) | |||||||||
Balance at December 31, 2012 | 16,255,779 | $ | 0.54 | 2.42 | |||||
Granted | 13,435,590 | 0.4 | 3 | ||||||
Cancelled | (3,446,748 | ) | 0.65 | 0.14 | |||||
Forfeited | — | — | — | ||||||
Exercised | — | — | — | ||||||
Balance at September 30, 2013 | 26,244,621 | $ | 0.45 | 2.47 | |||||
Warrants exercisable at September 30, 2013 | 26,244,621 | $ | 0.45 | 2.47 | |||||
Weighted average fair value of warrants granted during the period | $ | 0.17 |
NET_LOSS_PER_COMMON_SHARE_Tabl
NET LOSS PER COMMON SHARE (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
NET LOSS PER COMMON SHARE | ' | |||||||||||||
Schedule of Computation of Earnings Per Share | ' | |||||||||||||
NOTE 10 — NET LOSS PER COMMON SHARE | ||||||||||||||
The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding. The following table sets forth the computation of basic and diluted loss per share: | ||||||||||||||
For the Three | For the Three | For the Nine | For the Nine | |||||||||||
Months ended | Months ended | Months ended | Months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Numerator: | ||||||||||||||
Loss from continuing operations available to common stockholders | $ | (8,023,233 | ) | $ | (5,078,909 | ) | $ | (13,067,459 | ) | $ | (48,266,585 | ) | ||
Loss from discontinued operations | $ | — | $ | — | $ | — | $ | (50,298 | ) | |||||
Denominator: | ||||||||||||||
Denominator for basic and diluted loss per share | 273,292,023 | 256,619,449 | 272,236,712 | 206,120,456 | ||||||||||
(weighted-average shares) | ||||||||||||||
Loss per common share, basic and diluted: | ||||||||||||||
Loss from continuing operations | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.23 | ) | ||
Loss from discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||
Schedule of Earnings Per Share Diluted | ' | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | |||||||||||||
Common stock equivalents: | ||||||||||||||
Stock options | 33,400,000 | 35,298,000 | ||||||||||||
Stock warrants | 26,244,621 | 12,222,188 | ||||||||||||
Convertible preferred stock | 33,555,000 | — | ||||||||||||
93,199,621 | 47,520,188 | |||||||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
DISCONTINUED OPERATIONS | ' | |||||||
Schedule of discontinued operations of the Company's sports and entertainment business | ' | |||||||
The following table sets forth indicated selected financial data of the Company’s discontinued operations of its sports and entertainment business during the nine months ended September 30, 2013 and 2012. | ||||||||
September | September | |||||||
30, 2013 | 30, 2012 | |||||||
Revenues | $ | — | $ | — | ||||
Cost of sales | — | — | ||||||
Gross profit (loss) | — | — | ||||||
Operating and other non-operating expenses | — | (50,298 | ) | |||||
Loss from discontinued operations | — | (50,298 | ) | |||||
Gain from sale of sports and entertainment business | — | — | ||||||
Loss from discontinued operations | $ | — | $ | (50,298 | ) | |||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
Schedule of future minimum rental payments required under the lease | ' | ||||
2013 | $ | 11,353 | |||
2014 | 46,207 | ||||
2015 and thereafter | 15,535 | ||||
$ | 73,095 | ||||
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||
Aug. 30, 2011 | Sep. 30, 2013 | 17-May-12 | Sep. 01, 2011 | |
item | item | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' | ' |
Number of Company's properties contain proven and probable reserves | ' | 0 | ' | ' |
Sold equity ownership interest in Capital Hoedown (as a percent) | ' | ' | ' | 66.67% |
Sold equity ownership in Capital Hoedown, value | ' | ' | ' | $500,000 |
Acquisition of Relief Canyon, paid in cash | 12,000,000 | ' | ' | ' |
Acquisition of Relief Canyon, convertible notes issued | $8,000,000 | ' | ' | ' |
Number of gold exploration properties | ' | ' | 2 | ' |
ORGANIZATION_AND_DESCRIPTION_O2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | 1 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | |
Barry Honig, Board Member | Warrants | Warrants | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | ||||||
Common Stock | Barry Honig, Board Member | Barry Honig, Board Member | Warrants | ||||||||
Common Stock | |||||||||||
ORGANIZATION AND DESCRIPTION OF BUSINESS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | $3,921,574 | $5,078,909 | $8,965,800 | $45,592,956 | $69,687,632 | ' | ' | ' | ' | ' | ' |
Net cash used in operations | ' | ' | 6,009,619 | 7,392,342 | 17,915,385 | ' | ' | ' | ' | ' | ' |
Total accumulated deficit | ' | ' | ' | ' | 95,000,000 | ' | ' | ' | ' | ' | ' |
Going concern | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in private placement | ' | ' | ' | ' | ' | ' | ' | ' | 10,533 | ' | ' |
Number of shares of common stock to be acquired | ' | ' | ' | ' | ' | ' | 12,639,600 | ' | ' | ' | 12,639,600 |
Net proceeds from private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,200,000 |
Number of shares issued in exchange for outstanding principal and accrued interest to related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | 652 | ' |
Number of warrants issued in exchange for outstanding principal and accrued interest to related party (in shares) | ' | ' | ' | ' | ' | ' | ' | 782,400 | ' | ' | ' |
Amount owed by the Company under a Credit Facility Agreement to related party | ' | ' | ' | ' | ' | $645,480 | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' | ' | ' | ' |
Prepaid expenses - current portion | $359,491 | ' | $359,491 | ' | $359,491 | $502,837 |
Exploration cost | $1,078,139 | $1,782,820 | $1,793,214 | $4,842,781 | $8,814,237 | ' |
Property and equipment | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | '10 years | ' | ' | ' |
Minimum | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | '1 year | ' | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | '25 years | ' | ' | ' |
ACQUISITION_DISPOSITION_AND_DE1
ACQUISITION, DISPOSITION AND DECONSOLIDATION (Details) (USD $) | 0 Months Ended | 9 Months Ended | 25 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 4 Months Ended | |||||||
Aug. 30, 2011 | Sep. 30, 2012 | Sep. 30, 2013 | Mar. 31, 2012 | Mar. 01, 2013 | Jan. 26, 2012 | Jan. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 26, 2012 | 24-May-12 | Nov. 30, 2012 | 31-May-13 | 24-May-12 | 24-May-12 | |
Continental Resources | Amicor | Amicor | Amicor | Amicor | Amicor | Valor Gold | Valor Gold | Valor Gold | Valor Gold | Valor Gold | |||||
Barry Honig Family Members | Shareholder | ||||||||||||||
Distribution of shares to continental shareholders | ' | ' | ' | ' | 76,095,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of options to purchase properties and claims sold to Amicor, cash | ' | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of options to purchase properties and claims sold to Amicor, shares | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of options to purchase properties and claims sold to Amicor, promissory note | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of a note receivable in connection with sale of uranium assets pursuant to an option agreement | ' | 930,000 | 930,000 | ' | ' | ' | ' | 930,000 | ' | ' | ' | ' | ' | ' | ' |
Final amount due under the note which Amicor is not required to pay | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' | ' |
Notes receivable, net | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 500,000 | ' | ' | ' | ' |
Common shares of Amicor purchased during Amicor's private placement | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common stock issued | ' | ' | ' | ' | ' | ' | 1,641,933 | ' | ' | ' | ' | ' | 1,505,000 | ' | ' |
Cash paid for acquisition | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' |
Notes payable interest rate (as a percent) | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Promissory note term from the issuance date | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | '18 months | ' | ' | ' | ' |
Common Stock Issued for purchase of assets or interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Amount collected from note receivable | ' | $930,000 | $1,430,000 | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' |
Common Shares of Valor Gold held by related parties prior to purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,600,003 | 750,000 |
Common shares of Valor Gold purchased by related parties during Valor Gold's private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000 |
Shares of Valor Gold Series A Preferred Stock purchased by related parties during Valor Gold's private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Percentage of outstanding common stock acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38.60% | ' | ' | ' | ' |
Common stock issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
MARKETABLE SECURITIES | ' | ' | ' | ' |
Realized Gain from Sale of Securities | $415,000 | $1,656,333 | $755,600 | $3,146,933 |
MARKETABLE_SECURITIES_Details_
MARKETABLE SECURITIES (Details 2) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 25 Months Ended | 4 Months Ended | |
Jan. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | 31-May-13 | |
Valor Gold | ||||||
Additional information | ' | ' | ' | ' | ' | ' |
Shares of Amicor Sold | 1,513,333 | ' | ' | ' | ' | ' |
Generated net proceeds | $151,333 | ' | ' | ' | ' | ' |
Common stock issued in private transactions (in shares) | ' | ' | ' | ' | ' | 25,000,000 |
Generated net proceeds from private transactions | ' | ' | ' | ' | ' | 1,505,000 |
Realized gain - available for sale securities | ' | $415,000 | $1,656,333 | $755,600 | $3,146,933 | ' |
MINERAL_PROPERTIES_Details
MINERAL PROPERTIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
MINERAL PROPERTIES: | ' | ' |
Relief Canyon Mine - Gold Acquisition | $8,501,071 | $8,501,071 |
Relief Canyon Mine - Newmont Leased Properties | 7,709,441 | 7,709,441 |
Pershing Pass Property | 576,400 | 576,400 |
Total Mineral Properties | $16,786,912 | $16,786,912 |
MINERAL_PROPERTIES_Details_2
MINERAL PROPERTIES (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 05, 2012 | Sep. 30, 2013 |
mi | Wolf Pack Gold (Nevada) Corp | Newmont USA Ltd. | Newmont USA Ltd. | Newmont USA Ltd. | Newmont USA Ltd. | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Maximum | Relief Canyon Mine | Pershing Pass Property | Pershing Pass Property | Victoria Gold | Victoria Gold | Silver Scott Mines | ||
acre | 2006 Mineral Lease and Sublease | 1994 Mining Lease | 1999 Mining Lease | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Wolf Pack Gold (Nevada) Corp | Newmont USA Ltd. | Newmont USA Ltd. | item | acre | Maximum | item | acre | acre | ||||
item | acre | acre | acre | Till September 2023 | After September 2023 | Sep-28 | Sep-33 | 2006 Mineral Lease and Sublease | 2006 Mineral Lease and Sublease | item | acre | item | item | |||||||
item | ||||||||||||||||||||
Distance of Relief Canyon properties from Reno, Nevada | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unpatented Lode Mining Claims Owned | ' | ' | ' | ' | 155 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 164 | ' | ' | 283 | 283 | 490 |
Unpatented Millsites owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120 | ' | ' | ' | ' | ' |
Number of open pit mines | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Number of cells included in heap leach pads | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' |
Number of solution ponds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Number of carbon columns included in ADR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Net Smelter Return Royalty Percentage | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 5.00% | 2.00% | ' | ' | 2.00% | 2.00% | ' |
Unpatented mining claims owned, acquired from a third party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17 | ' | ' | ' | ' |
Net smelter return royalty percentage on unpatented mining claims acquired from a third party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' |
Unpatented mining claims owned that the Company located during mid 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17 | ' | ' | ' | ' |
Private lands leased (in acres) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 635 | ' | ' | ' | ' |
Primary term of the lease | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' |
Royalty percentage on all metals produced other than gold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' |
Royalty percentage on gold if gold prices are less than $500 per ounce | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' |
Gold price (per ounce) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500 | ' | ' | ' | ' |
Royalty percentage on gold if gold prices are over $1,500 per ounce | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' |
Gold price (per ounce) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500 | ' | ' | ' | ' |
Royalty percentage on gold production that the entity can repurchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' |
Rate at which the entity can repurchase royalty percentage of gold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' |
Each royalty percentage that the company can repurchase at specified rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' |
Unpatented mining claims owned | ' | ' | 19 | ' | 62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty percentage on precious metals | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty percentage on all other materials excluding precious metals | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advance royalty required to pay prior to production | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advance royalty required to pay per year | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 12,500 | 15,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of unpatented mining claims that can be acquired by the Company if purchase option is exercised | ' | ' | 19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price for acquisition of unpatented mining claims | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acres of Property | ' | ' | 400 | ' | 2,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000 | ' | 5,660 | 13,300 | 9,700 |
Area of properties held under leases and subleases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600 | ' | ' | 8,900 | ' |
Unpatented mining claims owned on which royalty owed to Victoria Gold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700 | ' | ' | 221 | ' |
Reclamation bond deposit | 4,645,533 | 4,645,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment to the carrying value of mineral rights | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acres of privately-owned fee minerals leased (in acres) | ' | ' | ' | ' | 4,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount required to be spent in exploration expenses in 2013 | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount required to be spent in exploration expenses per year | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental payment per acre per year | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in rental payments per year (as a percent) | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of annual rent payable if the Company elects not to or fails to incur minimum specific amount in exploration expenditures | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional direct drilling expenditures required in 2016 in order to avoid the annual rental payment requirement | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum monthly average gold price for which 5% net smelter royalty would apply (per ounce) | ' | ' | ' | $400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net smelter return royalty percentage on specified acres of leased properties (in acres) | ' | ' | ' | ' | ' | 2.50% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acres of leased property on which royalty percentage apply (in acres) | ' | ' | ' | ' | ' | 800 | 495 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 9 Months Ended | 12 Months Ended | 25 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | |
PROPERTY AND EQUIPMENT | ' | ' | ' | ' |
Furniture and fixtures | $56,995 | ' | $56,995 | $56,995 |
Furniture and fixtures, estimated life | '5 years | ' | ' | ' |
Office and computer equipment | 227,344 | ' | 220,060 | 227,344 |
Office and computer equipment, estimated life minimum | '1 year | ' | ' | ' |
Office and computer equipment, maximum estimated life | '5 years | ' | ' | ' |
Land | 266,977 | ' | 266,977 | 266,977 |
Building and improvements | 727,965 | ' | 727,965 | 727,965 |
Building and improvements, minimum estimated life | '5 years | ' | ' | ' |
Building and improvements, maximum estimated life | '25 years | ' | ' | ' |
Site costs | 1,272,732 | ' | 1,272,732 | ' |
Site costs, estimated life | '10 years | ' | ' | ' |
Crushing system | 2,256,943 | ' | 2,256,943 | 2,256,943 |
Crushing system, estimated life | '20 years | ' | ' | ' |
Process plant and equipment | 3,169,442 | ' | 3,166,280 | 3,169,442 |
Process plant and equipment, estimated life | '10 years | ' | ' | ' |
Vehicles and mining equipment | 695,825 | ' | 682,373 | 695,825 |
Vehicles and mining equipment, minimum estimated life | '5 years | ' | ' | ' |
Vehicles and mining equipment, maximum estimated life | '10 years | ' | ' | ' |
Total property and equipment, net | 8,674,223 | ' | 8,650,325 | 8,674,223 |
Less: accumulated depreciation | -1,993,320 | ' | -1,263,549 | -1,993,320 |
Total property and equipment, gross | 6,680,903 | ' | 7,386,776 | 6,680,903 |
Depreciation | $729,771 | $756,482 | ' | $2,048,347 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
NOTES PAYABLE | ' | ' |
Total Notes Payable | $65,269 | $82,546 |
Less: current portion | -23,036 | -23,036 |
Long term portion | $42,233 | $59,510 |
NOTES_PAYABLE_Details_2
NOTES PAYABLE (Details 2) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Aug. 31, 2012 | |
item | ||
NOTES PAYABLE | ' | ' |
Note payable in connection with acquisition | ' | $92,145 |
Note payable in connection with acquisition, interest (as a percent) | ' | 7.00% |
Number of equal monthly payments of the note payable | 48 | ' |
Monthly payments of the note payable | $2,226 | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 4 Months Ended | 5 Months Ended | 1 Months Ended | ||||||
Oct. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Aug. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2011 | Jan. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Barry Honig, Board Member | Barry Honig, Board Member | Barry Honig, Board Member | Barry Honig, Board Member | Barry Honig, Board Member | Barry Honig, Board Member | Continental Resources | Continental Resources | Continental Resources | |
Debt | ' | ' | ' | ' | ' | $2,250,000 | ' | ' | ' |
Payments on notes | ' | 1,688,250 | ' | ' | ' | ' | ' | ' | ' |
Principle amount of note payable | 486,250 | ' | 0 | ' | 486,250 | ' | ' | ' | ' |
Accrued interest and fees | ' | ' | 0 | 159,230 | 142,164 | ' | ' | ' | ' |
Payments for Continental's expenses | ' | ' | ' | ' | ' | ' | 15,066 | ' | ' |
Distribution to former parent company | ' | ' | ' | ' | ' | ' | ' | 15,066 | 611,589 |
Extinguished debt | $75,500 | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | |
Weighted Average Exercise Price: | ' | ' | ' |
Weighted average fair value of options granted during the period (in dollars per share) | $0.23 | $0.25 | ' |
Number of Options | ' | ' | ' |
Number of Options: | ' | ' | ' |
Beginning Balance at December 31, 2012 (in shares) | ' | ' | 35,298,000 |
Granted (in shares) | ' | ' | 350,000 |
Exercised (in shares) | ' | ' | ' |
Forfeited (in shares) | ' | ' | -2,248,000 |
Cancelled (in shares) | ' | ' | ' |
Balance outstanding at September 30, 2013 (in shares) | ' | ' | 33,400,000 |
Options exercisable at end of period (in shares) | ' | ' | 31,600,000 |
Options expected to vest through December 31, 2014 (in shares) | ' | ' | 1,800,000 |
Weighted Average Exercise Price: | ' | ' | ' |
Beginning Balance at December 31, 2012 (in dollars per share) | ' | ' | $0.46 |
Granted (in dollars per share) | ' | ' | $0.42 |
Exercised (in dollars per share) | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | $1.30 |
Cancelled (in dollars per share) | ' | ' | ' |
Balance outstanding at September 30, 2013 (in dollars per share) | ' | ' | $0.40 |
Options exercisable at end of period (in dollars per share) | ' | ' | $0.40 |
Weighted average fair value of options granted during the period (in dollars per share) | $0.23 | $0.25 | $0.25 |
Weighted Average Remaining Contractual Life: | ' | ' | ' |
Beginning Balance at December 31, 2012 | ' | ' | '9 years 1 month 10 days |
Granted | ' | ' | '3 years 9 months 29 days |
Forfeited | ' | ' | '7 years |
Balance outstanding at September 30, 2013 | ' | ' | '8 years 5 months 5 days |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (Stock Warrants, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Stock Warrants | ' |
Number of Warrants: | ' |
Beginning balance at December 31, 2012 (in shares) | 16,255,779 |
Granted (in shares) | 13,435,590 |
Cancelled (in shares) | -3,446,748 |
Forfeited (in shares) | ' |
Exercised (in shares) | ' |
Ending Balance at September 30, 2013 (in shares) | 26,244,621 |
Warrants exercisable at September 30, 2013 (in shares) | 26,244,621 |
Weighted Average Exercise Price: | ' |
Beginning Balance at December 31, 2012 (in dollars per share) | $0.54 |
Granted (in dollars per share) | $0.40 |
Cancelled (in dollars per share) | $0.65 |
Forfeited (in dollars per share) | ' |
Exercised (in dollars per share) | ' |
Ending Balance at September 30, 2013 (in dollars per share) | $0.45 |
Warrants exercisable at September 30, 2013 (in dollars per share) | $0.45 |
Weighted average fair value of warrants granted during the period (in dollars per share) | $0.17 |
Weighted Average Remaining Contractual Life: | ' |
Beginning Balance at December 31, 2012 | '2 years 5 months 1 day |
Granted | '3 years |
Cancelled | '1 month 20 days |
Ending Balance at September 30, 2013 | '2 years 5 months 19 days |
Warrants exercisable at September 30, 2013 | '2 years 5 months 19 days |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 25 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||
Feb. 12, 2013 | Feb. 08, 2013 | Jun. 18, 2012 | Aug. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 21, 2012 | Feb. 09, 2012 | Sep. 29, 2010 | Aug. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 05, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Barry Honig, Board Member | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Private placement | Private placement | Private placement | Vested restricted stock grants | Preferred Stock | Convertible Series A Preferred Stock | Convertible Series B Preferred Stock | Convertible Series C Preferred Stock | Convertible Series D Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Convertible Series E Preferred Stock | Non-vested option-based compensation | Non-vested option-based compensation | |||||||||||||
Minimum | Maximum | Common Stock | Common Stock | Warrants | Warrants | Barry Honig, Board Member | Warrants | Private placement | Private placement | Private placement | ||||||||||||||||||||||||||||
Barry Honig, Board Member | Common Stock | Warrants | Warrants | |||||||||||||||||||||||||||||||||||
item | ||||||||||||||||||||||||||||||||||||||
Stock authorized, shares | ' | ' | ' | ' | ' | 50,000,000 | ' | 50,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 2,250,000 | 8,000,000 | 3,284,396 | 7,500,000 | 15,151 | ' | 15,151 | ' | ' | ' | ' | ' | ' | ' |
Par value of preferred stock authorized (in dollars per share) | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price per share of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption amount as percentage of purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount that preferred stockholder is entitled to receive as percentage of purchase price upon liquidation, dissolution or winding up of the entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payment that preferred stockholders are entitled to receive as percentage of purchase price upon a change of control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock to be acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,639,600 | ' | ' | ' | 13,590 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,639,600 | ' | ' | ' | ' | ' |
Net proceeds from private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,200,000 | ' | $10,200,000 | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' |
Percentage of number of shares of common stock issuable upon conversion of the Series E shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.40 | ' | ' |
Expiration period of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of Series E Preferred Stock with associated warrant used to determine cumulative purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Purchase price of each share of Series E Preferred Stock with associated warrant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $990 | ' | ' | ' |
Initial estimated fair value allocated to the ECF | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,188,792 | ' | ' | ' | ' | ' | ' | ' | ' |
initial estimated fair value allocated to the warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,912,867 | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used valuing the warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (annual) (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.61% | 0.82% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed dividends (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees paid in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 124,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commissions paid in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount owed by the Company under a Credit Facility Agreement to related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 645,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued in exchange for outstanding principal and accrued interest to related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 652 | ' | ' | ' | ' | ' | ' |
Number of warrants issued in exchange for outstanding principal and accrued interest to related party (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 782,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, Issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | 11,185 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, Outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' | 11,185 | ' | ' | ' | ' | ' | ' | ' |
Shares issued in private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,533 | ' | ' | ' | 10,533 | ' | ' | ' | ' |
Shares of common stock issued to CEO | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of restricted shares previously issued to CEO for which vesting period has been extended | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,475,523 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 323,750 | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,904,349 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 156,651 |
Shares of restricted common stock issued to director | 6,700,000 | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of restricted common stock issued to director | 3,417,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Market value of restricted common stock issued to director (in dollars per share) | $0.51 | ' | $0.34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting of restricted common stock | 33.33% | ' | 33.33% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | '3 years | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock issued to Vice President (in shares) | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of stock options outstanding | ' | ' | ' | ' | ' | 731,700 | ' | 731,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reserved for issuance (in shares) | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding awards under 2010 plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Holders of common stock in favor of 2012 Equity Incentive Plan (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining available stock-based awards for future issuances under 2012 Plan (in shares) | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining available stock-based awards for future issuances under 2013 Plan (in shares) | ' | ' | ' | ' | ' | 33,300,000 | ' | 33,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Three year options granted to consultants, shares | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of three year options granted to consultants (in dollars per share) | ' | ' | ' | ' | $0.44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of options granted (in dollars per share) | ' | ' | ' | $0.23 | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Three year options granted to consultants, value | ' | ' | ' | ' | 38,058 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions of Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | $0.35 | $0.44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | 86.00% | 92.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | '5 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | 1.57% | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility granted to Vice President (as a percent) | ' | ' | ' | ' | 92.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate to Vice President (as a percent) | ' | ' | ' | ' | 0.14% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield to Vice President (as a percent) | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term to Vice President | ' | ' | ' | ' | '9 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Five year options granted to consultants, shares | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of five year options granted to consultants (in dollars per share) | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Five year options granted to consultants, value | ' | ' | ' | 45,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant settlement expense | ' | ' | ' | ' | ' | 45,484 | 4,883,196 | 9,727,680 | ' | ' | ' | ' | ' | ' | 45,484 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,446,748 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase shares of the Company's common stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,435,590 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,079 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET_LOSS_PER_COMMON_SHARE_Deta
NET LOSS PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | 25 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Numerator: | ' | ' | ' | ' | ' |
Loss from continuing operations available to common stockholders | ($3,921,574) | ($5,078,909) | ($8,965,800) | ($45,542,658) | ($70,489,999) |
Loss from discontinued operations | ' | ' | ' | ($50,298) | $802,367 |
Denominator: | ' | ' | ' | ' | ' |
Denominator for basic and diluted loss per share (in shares) | 273,292,023 | 256,619,449 | 272,236,712 | 206,120,460 | 224,003,492 |
Loss per common share, basic and diluted: | ' | ' | ' | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.03) | ($0.02) | ($0.05) | ($0.23) | ($0.36) |
Loss from discontinued operations (in dollars per share) | $0 | $0 | $0 | $0 | $0 |
NET_LOSS_PER_COMMON_SHARE_Deta1
NET LOSS PER COMMON SHARE (Details 2) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Common stock equivalents: | ' | ' |
Stock options (in shares) | 33,400,000 | 35,298,000 |
Stock warrants (in shares) | 26,244,621 | 12,222,188 |
Convertible preferred stock (in shares) | 33,555,000 | ' |
Total (in shares) | 93,199,621 | 47,520,188 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
DISCONTINUED OPERATIONS | ' | ' |
Revenues | ' | ' |
Cost of sales | ' | ' |
Gross profit (loss) | ' | ' |
Operating and other non-operating expenses | ' | -50,298 |
Loss from discontinued operations | ' | -50,298 |
Gain from sale of sports and entertainment business | ' | ' |
Loss from discontinued operations | ' | ($50,298) |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Details 2) (USD $) | Mar. 31, 2012 | Sep. 01, 2011 |
DISCONTINUED OPERATIONS | ' | ' |
Minority interest in Capital Hoedown, Inc. owned by CII with Empire (as a percent) | ' | 33.33% |
Equity ownership interest in Capital Hoedown sold to CII (as a percent) | ' | 66.67% |
Value of Empire sale to CII | $500,000 | ' |
Senior Promissory Note, issued by CII, interest rate (as a percent) | 8.00% | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Sep. 30, 2013 |
COMMITMENTS AND CONTINGENCIES | ' |
2013 | $11,353 |
2014 | 46,207 |
2015 and thereafter | 15,535 |
Total | $73,095 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | 1 Months Ended | 9 Months Ended |
Feb. 29, 2012 | Sep. 30, 2013 | |
sqft | ||
COMMITMENTS AND CONTINGENCIES | ' | ' |
Lease agreement term | '3 years | ' |
Net rentable square feet area for which rent is payable | 2,390 | ' |
Annual base rent per rentable square foot (in dollars per square foot) | ' | 18.5 |
Annual base rent | ' | $44,215 |
Rent Expense | ' | $33,759 |